HomeMy WebLinkAboutStaff Report 2312-2454CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, March 11, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
9.Approval of Professional Services Contract Number C24190133 With Anne Rosenthal Fine
Art Conservation Services in an Amount Not-to-Exceed $118,624 for preservation of
frescoes by artist Victor Arnautoff created in 1932 at the Roth Building (the former Palo
Alto Medical Clinic) at 300 Homer Avenue for a period of 18 months; CEQA status -
categorically exempt.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: March 11, 2024
Report #:2312-2454
TITLE
Approval of Professional Services Contract Number C24190133 With Anne Rosenthal Fine Art
Conservation Services in an Amount Not-to-Exceed $118,624 for preservation of frescoes by
artist Victor Arnautoff created in 1932 at the Roth Building (the former Palo Alto Medical Clinic)
at 300 Homer Avenue for a period of 18 months; CEQA status - categorically exempt.
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to
execute Contract Number C24190133 (Attachment A) with Anne Rosenthal Fine Art Conservation
to provide restoration of historic frescoes by artist Victor Arnautoff at the main entry to the Roth
Building for a term of 18 months and a total amount not-to-exceed $118,624, including $98,853
for basic services and $19,771 for additional services.
EXECUTIVE SUMMARY
Approval of the contract with Anne Rosenthal Fine Art Conservation Services I the amount of
$118.624 will ensure the proper preservation and restoration of the historic frescoes by artist
Victor Arnautoff at the main entry of the Roth Building. A facility purchased by the City in 2000
and recently leased for a 40-year term to the Palo Alto Museum, the preservation and restoration
of this public art is an integral part of this historic facility. This work coincides with the
rehabilitation of the full facility by the Palo Alto Museum which began the construction phase in
2023.
BACKGROUND
The Roth Building (formally Palo Alto Medical Clinic) at 300 Homer Avenue was designed by
architect Birge Clark and built in 1932 in the Spanish Eclectic Style of concrete with a terra cotta
roof and exterior murals adorning its main entrance/loggia area. In 2010 the building was listed
on the National Register of Historic Places1 as a property of high architectural and artistic value.
It is also listed on the California Register of Historical Resources as a Category 2 Building (a
building of major regional importance) on the City of Palo Alto Historic Inventory. The murals
were painted using the fresco technique by artist Victor Arnautoff. The frescoes, titled Modern
and Ancient Medicine, were commissioned by Dr. Russell Lee in 1931 and completed by the artist
in 1932. The frescoes were Arnautoff’s first private commission in the United States upon his
return from Mexico where he had worked with Diego Rivera painting frescoes at the Palace of
Cortés in Cuernavaca2, Mexico. The Roth Building frescoes consist of four vertical color panels,
nine smaller black and white (grisaille) panels, and four sepia medallions illustrating the contrast
between modern medicine and historic medical practices. The mural composition and subject
matter emphasized the advancement of modern medicine and technology for the newly opened
medical facility and depicted its focus on a broad range of medical care that was available at the
Palo Alto Clinic, including pediatrics, internal medicine, surgery, and x-ray technology.
Preservation and protection of the frescoes to date
The City of Palo Alto purchased the historic Roth Building in 2000. In 2016, the City’s Public Art
Commission formally accessioned3 a series of historic frescoes by artist Victor Arnautoff, enabling
the Public Art Program staff to provide needed maintenance, protection and conservation of the
artworks.
In 2017, the Public Art Program staff engaged Anne Rosenthal, a fine art conservator and the
leading expert on Diego Rivera and Victor Arnautoff frescoes, to prepare a condition report and
propose a conservation treatment of the frescoes. Initial evaluation of the murals determined
the need for a further examination and in-depth analysis due to extensive deterioration of the
fresco panels, many of which had been greatly altered by unknown restoration treatments and
coatings. In 2019, the service provider conducted a series of further onsite examinations
including off-site lab tests analyzing previous layers and materials used during prior restorations
and confirmed extraordinary complications and unresolved questions surrounding previous
restorations of the frescoes. Furthermore, without archival images of the original frescoes the
intended appearance of the murals was speculative. Based on these findings, the conservator
1 Approval of the Nomination of the Category 2 Roth Building to the National Register of Historic Places and
transmittal of a letter of support to the State Historical Resources Commission
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports-
cmrs/year-archive/2010/205.pdf
2 Palace of Cortés in Cuernavaca, Mexico
http://www.xochitl.net/hum2461/slidelectures/cuernavaca/riveracuernmural.htm
3 Public Art Commission, July 15, 2015, Agenda Item #6
https://www.cityofpaloalto.org/files/assets/public/v/1/community-services/public-art-commission/september-
15_staff-report_item-x_acceptance-of-artwork-into-city-collection.ed.pdf
recommended additional research into the archival images before submitting a conservation plan
and precise budget.
Between 2019 – 2023, the Public Art Program staff conducted extensive research and was
successful in obtaining archival photographs of the frescoes taken in the 1930s and later decades,
as well as previously unknown information about past restorations performed in the 1950s,
1960s, and in 1980. These discoveries contributed to the greater understanding of the events
that are pertinent to the mural history, and most importantly their original condition. Archival
images of the original mural constituted a baseline of condition to which all other known images
can be compared and will serve as the model for any reconstruction of losses that might be
necessary in the future. This enabled the art conservator to provide a comprehensive study and
restoration proposal with a detailed project budget which was submitted by Anne Rosenthal to
the Public Art Program staff in 2023.
ANALYSIS
In December 2022, Council approved a 40-year lease and license agreement with the Palo Alto
Museum (PAM)4 for the use of the Roth Building. The Tenant Work Letter was approved by City
Council on April 17, 2023, setting forth the terms and conditions for the rehabilitation and capital
improvements to the site, including project funding5. Prior to the commencement of the
demolition phase of the rehabilitation project, the Public Art staff worked with Atthowe Fine Art
Services to design and install physical protective systems to safeguard the frescoes during
construction.
To ensure the restoration of the frescoes would coincide with the rehabilitation of the building,
Palo Alto Museum (PAM) in partnership with the City applied for a grant from Santa Clara
County’s one-time Historic Grant Program for the protection and preservation of the Arnautoff
frescoes6. Delayed by the COVID-19 pandemic, the funding agreement for the Historic Grant
Program (HGP) was executed on January 27, 2022. The grant is a reimbursement-based matching
award with a three-year term ending in January 2025.
Procurement Process
4City Council, December 12, 2022, Agenda Item #6, SR #15017
https://www.cityofpaloalto.org/files/assets/public/v/5/agendas-minutes-reports/agendas-minutes/city-council-
agendas-minutes/2022/20221212/20221212pccsm-amended-linked.pdf
5 City Council, April 17, 2023, Agenda Item #13, SR #2303-1108
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=1115
6 City Council, June 15, 2020, Informational Report Regarding the Roth Building, SR #11287;
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports-
cmrs/year-archive/2020/id-11287.pdf?t=66157.57
An exemption to competitive solicitation was approved pursuant to Palo Alto Municipal Code
section 2.30.360(b)(3) “Special conditions attached to a grant that requires the use of particular
services”. Fine art conservator Anne Rosenthal is listed in the County of Santa Clara Historic Grant
Program Applications as the lead project conservator. Rosenthal is an accomplished leading
expert on frescoes by Diego Rivera and Victor Arnautoff.
The contract recommended for approval includes two main phases,
1) Full restoration treatment of the upper register of the artwork comprised of four multi-color
fresco panels, and a narrow grisaille panel above the main entry door.
2) Treatment Testing for the lower register of the Grisaille Panels and Medallions.
In addition, due to the construction environment, the service provider will be asked to review
and consult staff and construction team on any construction documentation or any construction
activities relevant to the welfare of the frescoes and will regularly evaluate vibration sensor
reports.
As part of the scope of this contract, the service provider will provide a detailed set of
recommendations for the full restoration of the lower grisaille panels and medallions will be
provided by the art conservator separately once the scope of services for the current contract is
fully completed. The Public Art Program staff plans to seek additional grant opportunities to fund
the remainder of the project.
FISCAL/RESOURCE IMPACT
The awarded grant stipulated the following conditions as the funding sources for the fresco
restoration project: the City of Palo Alto as the grant applicant to be awarded the requested
amount of $105,150; and the Palo Alto Museum as the community partner to be responsible for
providing a matching amount of $110,150. In 2022, the Public Art Program staff resumed its
work with Anne Rosenthal who provided staff with the fresco restoration project proposal and
budget of $118,624. Under the current proposal, the conservator will carry out a full restoration
of the four large color frescoes, and complete in-depth cleaning and treatment examinations of
the lower panels and medallions.
The City will fund the frescoes project out of the Roth Building CIP PF-23001. In accordance with
the Historic Grant Program (HGP), all expenses up to $105,150 that are eligible for
reimbursement will be reimbursed to the City prior to January 2025. Per the grant agreement,
the remaining difference of $13,474 will be reimbursed to the City by the Palo Alto Museum.
STAKEHOLDER ENGAGEMENT
Since the formal accession of the historic frescoes into the City’s permanent public art collection
in 2016, the Public Art Program staff has been working closely with the Museum representatives
to ensure the preservation of the artworks. Since 2023, prior to the beginning of the
rehabilitation of the building, the Public Art Program staff has been meeting with the
representatives of the museum and construction team on a weekly basis to track and discuss the
building rehabilitation progress and address any frescoes protection needs.
TIMELINE
The on-site fresco restoration work is projected to take place over a period of up to three months
in the summer – fall of 2024 by Anne Rosenthal as the lead art conservator and her team of
conservation experts.
ENVIRONMENTAL REVIEW
The Roth Building rehabilitation project is Categorically Exempt from CEQA review pursuant to
CEQA guidelines section 15331, Historical Resource Restoration/Rehabilitation, as a project
limited to maintenance, repair, and rehabilitation in accordance with the secretary of interior
standards for historic preservation.
ATTACHMENTS
Attachment A: Anne Rosenthal Fine Art Conservation Services Contract C24190133
APPROVED BY:
Kristen O'Kane, Community Services Director
Professional Services
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CITY OF PALO ALTO CONTRACT NO. C24190133
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND ANNE ROSENTHAL
This Agreement for Professional Services (this “Agreement”) is entered into as of the 10thday of
January, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and ANNE ROSENTHAL, a California LLC, located
at P.O. Box 150384, San Rafael, CA 94915 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to restore historic frescoes (the “Project”) and desires to engage a
consultant to Complete Restoration of Upper Register of Frescoes, complete further testing of the
Lower Register of Frescoes and Medallions, and based on the findings provide a detailed
proposal for restoration treatment of Lower Register of Frescoes and Medallions in connection
with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximum
compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on-call Services only by advanced, written authorization
from CITY as detailed in this Section. On-call Services, if any, shall be authorized by
CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager,
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as identified in Section 13 (Project Management). Each Task Order shall be in substantially
the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of services, schedule of performance and
maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call Services shall be specified by CITY in the Task Order, based on
whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set
forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation due
to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the
amount of compensation set forth in Section 4. CONSULTANT shall only be compensated
for on-call Services performed under an authorized Task Order and only up to the
maximum compensation amount set forth in Section 4. Performance of and payment for
any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2024,
unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Ninety-Eight Thousand,
Eight Hundred Fifty-Three Dollars 98,853.00 The schedule of rates, if applicable, is set out in
Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for
which payment would result in a total exceeding the maximum compensation set forth in this
Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Nineteen Thousand, Seven Hundred Seventy-One
Dollars ($19,771.00) for the performance of Additional Services (as defined below). The
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total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit C, shall not exceed One Hundred Eighteen
Thousand, Six Hundred Twenty-Four Dollars ($118,624.00), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project
Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of
performance and maximum compensation amount, in accordance with the provisions of
this Agreement. Compensation for Additional Services shall be specified by CITY in the
Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an
authorized Task Order and only up to the maximum amount of compensation set forth for
Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices
to the CITY describing the Services performed and the applicable charges (including, if applicable,
an identification of personnel who performed the Services, hours worked, hourly rates, and
reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of
rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
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under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
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will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractors authorized
by CITY to perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Anne Rosenthal,
rosendarte@aol.com, (415) 883-8050 as the CONSULTANT’s Project Manager to have
supervisory responsibility for the performance, progress, and execution of the Services and
represent CONSULTANT during the day-to-day performance of the Services. If circumstances
cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s
key personnel for any reason, the appointment of a substitute Project Manager and the assignment
of any key new or replacement personnel will be subject to the prior written approval of the CITY’s
Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT
personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative,
or present a threat to the adequate or timely completion of the Services or a threat to the safety of
persons or property.
CITY’s Project Manager is Nadya Chuprina, Community Services Department, Arts & Sciences
Division, , 1313 Newell Road, Palo Alto, CA,: 94303, Telephone: (650) 329-2227. CITY’s Project
Manager will be CONSULTANT’s point of contact with respect to performance, progress and
execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
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approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an “Indemnified Party”) from and against any and all third party demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss, including
all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and
disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents
or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of
defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the
final judgment of a court of competent jurisdiction.
[Option B applies to any consultant who does not qualify as a design professional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands, claims,
or liability of any nature, including death or injury to any person, property damage or any other
loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees,
court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related
to performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
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the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
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obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
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21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
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greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
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Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
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conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
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THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
CONTRACT No. C24190133 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
ANNE ROSENTHAL
Officer 1
By:
Name:
Title:
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Anne Rosenthal
Principal, Anne Rosenthal Fine Art Conservation
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EXHIBIT A
SCOPE OF SERVICES
Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services
described in this Scope of Services shall not include preparing or assisting CITY with any
portion of CITY’s preparation of a request for proposals, request for qualifications, or any other
solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times
retain responsibility for public contracting, including with respect to any subsequent phase of this
project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans
or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract
on any subsequent phase of this project have access to the same information, including all
conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant
to this Scope of Services.
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”.
Background
The purpose of this agreement is to outline the scope of work for the restoration of original
historic frescoes by artist Victor Arnautoff located near the Homer Street entrance area of the
Roth Building at 300 Homer Avenue in Palo Alto, CA. The frescoes are of high artistic value
and are part of the City of Palo Alto’s permanent public art collection.
The artwork is comprised of two registers of frescoes at the main entry of the building. The
upper register consists of four large vertically oriented color images, depicting techniques of
modern medicine. The lower register is comprised of eight smaller horizontally oriented grisaille
images depicting ancient medicine, painted in a faux technique to resemble chiseled granite,
adding a bas-relief appearance to the wall. Additionally, there is a narrow grisaille panel above
the main entry door, and four round sepia-toned medallions high on the entry face of the portico
that leads to the front entry loggia.
Project Description
The agreement scope will include the two main phases: 1) Full restoration treatment of the upper
register of the artwork comprised of four multi-color fresco panels, and a narrow grisaille panel
above the main entry door. 2) Treatment Testing for the lower register of the Grisaille Panels and
Medallions. The Consultant will work in collaboration with the City staff throughout the entire
duration of the project and attend regular check-ins with staff in person, or via phone or zoom to
report on the progress of the project. The Consultant will be asked to review and consult staff
and construction team on any construction documentation or any construction activities relevant
to the welfare of the frescoes and will regularly evaluate vibration sensor reports.
Scope of Services:
Phase 1 – Complete Restoration of Upper Register of Frescoes
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Offsite mobilization including but not limited to researching and ordering materials, set-up and
coordination with any third-party conservation consultants and fresco experts; planning of onsite
conservation work processes.
Onsite work including but not limited to performing cleaning, stabilizing, filling, and inpainting
frescoes and wall surfaces (cutting in accurately at the border of the frescoes) immediately
adjacent to the frescoes;
Final report and documentation detailing the scope of work, techniques and materials used,
before and final condition, care and conservation protocols and procedures;
Phase 2 – Treatment testing of the Lower Panel Frescoes and Medallions
Offsite mobilization including but not limited to researching and ordering materials, set-up and
coordination with any third-party conservation consultants and fresco experts;
Onsite work including but not limited to further coating removal and analysis of coatings /
materials and determination of original fresco layers;
Interim Research Report detailing methodology and materials used and findings, detailed photo
documentation of the process, maintenance and care instructions for Public Art Program staff;
Final proposal for the restoration treatment of the lower register frescoes and medallions and
budget breakdown.
Responsibilities of City of Palo Alto
Facilitate meetings with stakeholder groups and staff relevant to the Restoration Project.
Coordinate communication and supply construction documentation as needed.
Conduct research about the frescoes and any relevant events that inform their current condition.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. March – May 2024 Offsite Mobilization (Research and ordering
materials, outreach and scheduling of any third-
party experts and consultants; meetings with staff
and construction team on any ongoing events and
concerns; final planning of onsite work process;
travel and accommodation arrangements.)
2. June – October 2024 Onsite Work (A total onsite conservation
work is estimated to take up to two months.
Conservators may perform tasks related to Phases 1
and 2 of the overall scope simultaneously or in any
order informed by project technical needs.) - *Exact
timeline to be confirmed depending on completion
status of various construction tasks.
3. October 2024 Interim Reports & Documentation
submitted to Public Art Program staff
4. November 2024 Final Report for Phase 1 and Phase 2 (Complete
Restoration of Upper Register of Frescoes and
proposal for budget breakdown, and project
timeline for the restoration treatment of the lower
register frescoes and medallions.)
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
The compensation to be paid to CONSULTANT under this Agreement for all Services, any
specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed
the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all
Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4),
within this/these amount(s). Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum amount of compensation set forth in this Agreement shall
be at no cost to the CITY.
COMPENSATION SCHEDULE:
20% - upon signing the contract by the Consultant and City
25% - upon notice to proceed with onsite work
40% - upon completion of 50% of all tasks associates with Phase 1 and 2
15% - upon submission of final reports, documentation and proposal for the restoration of the lower
register frescoes.
on the hourly rate schedule attached as Exhibit C-1.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: up to the not-to-exceed amount of: $118,624.00.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if
specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s
policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Budget & Timeline City of Palo Alto, Arnautoff Frescoes, Roth Building 9.1.2023 (updated)
Item Timeline Cost Total
Protection
On-site meetings,
condition checks,
treatment
1/month or as
needed
$200/hour $ 6,000 maximum
Administration
Off-site meetings and
consultation, review of
vibration sensor reports
30 hrs or as
needed
$200/hr $ 6,000 maximum
Subtotal: $12,000
Color panels: full conservation treatment
Set-up/Materials ordering
(mobilization)
1 person 2 days $1,600/day $3,200
Cleaning 2 people 6 days $3,200/day $19,200
Fills 2 people 2 days II $6,400
Inpainting 2 people 6 days II $19,200
Materials $1,500
Travel 2 people, 3 times $76/Arx3 + $450/KGx3 $1,578
Aecommodations 18 days TBD $ 7,200 ca.
Final Report &
Documentation
3 days $1,600/day $4,800
Subtotal: $75,078
Contingency 20% $15,016
Total Color Panels
FULL TREATMENT:
$90,094
Grisaille panels: treatment testing
Further coating removal
testing+ research
2 people 4 days $12,800 $12,800
Materials $ 775
Conservation scientist 1 expert 2 days $2,000/day $4,000
Meals/housing/ground
transport
TBD roundtrip LAX-SFO $ 3,000 ca.
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Interim Research Report
& Documentation
2 days $1,600/day $3,200
Subtotal: $23,775
Contingency 20% $4,755
Total Grisaille Panels
TESTING
$28,530
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE
TO THE FOLLOWING: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
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Professional Services
Rev. Dec.15, 2020 Page 21 of 21
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS:
PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
DocuSign Envelope ID: F8BA04F6-4FD2-40DC-9D72-2D94F1B60E59