HomeMy WebLinkAboutStaff Report 10057
City of Palo Alto (ID # 10057)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/25/2019
City of Palo Alto Page 1
Summary Title: Animal Shelter Design Services for Medical Suite and New
Kennel, and Purchase of Modular Building
Title: Approval of an Exemption from Competitive Solicitation, Approval of a
Contract With Swatt Miers Architects Inc. in an Amount Not -to-Exceed
$397,725 for Design Services for the Animal Shelter, and Authorization for
the City Manager to Purchase a Modular Building from vendor Design Space
Modular in an Amount Not-to-Exceed $300,000 for the Animal Shelter
Renovation, Capital Improvement Progra m Project, PE-19002
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Adopt the exemption from competitive solicitation by Council action as provided in
PAMC section 2.30.330 (regarding professional services agreements), based on Swatt
Miers Architects Inc.’s familiarity with the project, ability to perform the services, the
failure of the RFI to receive proposals, and due to the tight timeline the City has
committed to in its Animal Shelter agreement with Pets In Need;
2. Approve and authorize the City Manager or his designee to execute the attached
contract C19174715 with Swatt Miers Architects, Inc. (Attachment A) in an amount not-
to-exceed $397,725 for design services including $361,568 for basic services and
$36,157 for additional services, for the Animal Shelter Renovation Capital Improvement
Program project, PE-19002;
3. Authorize the City Manager or his designee to purchase a modular building in
accordance with the City’s agreement with Pets In Need, through vendor Design Space
Modular Buildings, Inc., in an amount not-to-exceed $300,000, for the Animal Shelter
Renovation Capital Improvement Program Project, PE-19002.
Background/Discussion
For the last forty years, the City of Palo Alto has operated a full-service animal shelter located at
3281 East Bayshore Road. The animal services include a spay and neuter clinic, vaccine clinic,
and adoption services for all types of animals. In November 2018, Council approved an
CITY OF
PALO
ALTO
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operating agreement with Pets In Need (PIN) (Staff Report #9822) to provide full-service shelter
operation at the Palo Alto Animal Shelter. The agreement identifies the following facility
improvement projects the City is responsible for and their completion and installation dates:
Remodel and expand the medical suite – November 2019
Addition of 16 new dog kennels (new kennel building) – July 2020
Install a modular office/classroom – July 2019
Minor improvements to the existing dog kennels – March 2019
The contract with Swatt Miers Architects, Inc. (SMA) will provide design services for a new one
level dog kennel building and the upgrades of the existing medical area at the animal shelter.
The scope of work includes schematic design, design development, construction documents,
permitting and construction administration as well as meetings with PIN to review the design at
appropriate milestones as described in Exhibit A of the contract.
The new kennel building and modular office/classroom will go through the City’s architectural
review process. It is anticipated that the medical suite remodel and minor improvements to the
existing dog kennels will not require architectural review as the work is considered tenant
improvements and maintenance and not visible from outside the building.
Procurement Process
On November 9, 2018, the City completed an informal, competi tive solicitation process for the
design services for the remodeling of the medical area at the Animal Shelter by soliciting four
consultants by email for Requests for Information (RFIs). On November 26, 2018, no proposals
were received. Staff contacted prospective proposers and learned that the lack of proposals
was a result of the project’s small size and proposers’ lack of resources for taking on new
projects.
As no proposals were received through the informal procedure, Staff solicited a proposal from
SMA which has extensive Animal Shelter experience and has worked with PIN and the City over
the past two years on various upgrade proposals. Staff subsequently negotiated a contract with
SMA, which has affirmed that it is committed to developing a program and plans that support
the desired operational procedures of PIN and the City for both the medical area and new
kennel. Staff recommends approval of the design contract with SMA in an amount not-to-
exceed $397,725.
Staff investigated pricing and options for the purchase of a 2,200 square foot modular
office/classroom, including obtaining three informal quotes which were very close in pricing.
PIN had previously worked with Design Space Modular Buildings, Inc. to specify the size and
layout of the building required. One of the three informal quotes was from Design Space
Modular Buildings, Inc. Staff requested, and the City Manager approved, an exemption from
competive solicitation as being impractical under PAMC 2.30.360(b)(2) due to the tight
timelines in the agreement with PIN. Staff recommends that Council authorize the City
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Manager to approve the purchase of a modular building in an amount not-to exceed $300,000
through Design Space Modular Buildings, Inc. This purchase will expedite the installation and
assist in meeting the completion dates specified in the agreement with PIN.
Timeline/Next Steps
Design for the medical suite remodel and new kennel buildings have separate timelines to meet
the required deadlines in the agreement. Staff will return to Council for approval of
construction contracts later in 2019.
Resource Impact
The total funding amount of $697,725 is available in Capital Improvement Program project PE-
19002 Animal Shelter Renovation.
Policy Implications
This project is in conformance with the City of Palo Alto’s Comprehensive Plan and does not
represent any changes to existing City policies.
Environmental Review
The medical suite remodel is categorically exempt from California Environmental Quality Act
(CEQA) under Section 15301(a) of the CEQA guidelines as repair, maintenance or minor
alteration of existing facilities, and no further environmental review is necessary. The new
modular building is categorically exempt from CEQA guideline Section 15301(e1) as addition to
existing structures that will not result in an increase of less than 2,500 square feet. The addition
of the new kennel building will go through environmental review as part of the Planning &
Community Environment Department’s architectural review process.
Attachments:
Attachment A: Swatt Miers Contract
Professional Services
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CITY OF PALO ALTO CONTRACT NO. C19174715
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SWATT MIERS ARCHITECTS, INC. FOR
PROFESSIONAL SERVICES
This Agreement is entered into on this 25th day of February, 2019,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and SWATT MIERS ARCHITECTS, INC., a California corporation, located at
5845 Doyle Street, Suite 104, Emeryville, CA 94608. ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to upgrade the medical area and construct a new kennel area at Palo Alto
Animal Services (“Project”) and desires to engage a consultant to provide professional design
services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at 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.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1.
Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price
of all Task Orders issued under this Agreement shall not exceed the amount of Compensation
set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through completion of
the services in accordance with the Schedule of Performance attached at Exhibit “B” through
February 24, 2022 unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt
and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not
preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT
for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic
Services”), and reimbursable expenses, shall not exceed Three Hundred Sixty One Thousand
and Five Hundred Sixty Eight Dollars ($361,568). CONSULTANT agrees to complete all Basic
Services, including reimbursable expenses, within this amount. In the event Additional Services
(defined below) are authorized, the total compensation for Basic Services, Additional Services
and reimbursable expenses shall not exceed Three Hundred Ninety Seven Thousand Seven
Hundred Twenty Five Dollars ($397,725). The applicable rates and schedule of payment are set
out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of
this Agreement. Any work performed or expenses incurred for which payment would result in
a total exceeding the maximum amount of compensation set forth herein shall be at no cost to
the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. “Additional Services” shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”).
If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified at
pweinvoices@cityofpaloalto.org. The City will generally process and pay invoices within thirty
(30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by
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CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses
the professional and technical personnel necessary to perform the Services required by this
Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants , if
permitted, have and shall maintain during the term of this Agreement all licenses, permits,
qualifications, insurance and approvals of whatever nature that are legally required to perform
the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in
compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services .
SECTION 8. ERRORS/OMISSIONS. 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 ten percent (10%)
of CITY’s stated construction budget, 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. It is understood and agreed that in performing the
Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment
made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
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Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to
be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY
to perform work on this Project are:
1. Lea & Braze
2. Mack 5
3. Philip Neumann
4.ZFA
5. Ned Patchett Consulting, Inc.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign George Miers as the
Project Manager to have supervisory responsibility for the performance, progress, and
execution of the Services to represent CONSULTANT during the day-to-day work on the Project.
If circumstances cause the substitution of the project director, project coordinator, or any other
key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written
approval of the CITY’s project manager. CONSULTANT, at CITY’s request, sha ll promptly remove
personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property.
CITY’s project manager is Holly Boyd, Public Works Department, Engineering Division, 250
Hamilton Ave., Palo Alto, CA 94303, Telephone:650-329-2612. The 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. Upon delivery, all work product, including without
limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other
materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be
vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or o ther
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no representation
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of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during
the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination o f this
Agreement.
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 applicable law, including
without limitation California Civil Code section 2782.8, 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 attorneys 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. In no event shall the cost to defend and/or indemnify charged to the
Consultant hereunder exceed the Consultant’s proportionate percentage of fault, in accordance
with California Civil Code section 2782.8. However, notwithstanding the previous sentence, in
the event one or more defendants in any such Claim is unable to pay its share of defense costs
due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with
other such party or parties regarding unpaid defense costs, in accordance with California Civil
Code section 2782.8.
[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 protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including
attorneys fees, experts fees, court costs and disbursements (“Claims”) 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 Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
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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 1 6 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming
CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrent -
ly 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.
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19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance
of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the
event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days afte r giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: George Miers
Swatt Miers Architects
5845 Doyle Street, Suite 104
Emeryville, CA 94608
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SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by
the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510,
CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in
the employment of any person 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 provi sions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510
pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred
Purchasing policies which are available at CITY’s Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of 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 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
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to Extended Producer Responsibility requirements for products and packaging. A
copy of this policy is on file at the Purchasing Division’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 it may be 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
25.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated f or 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. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not
include a public works construction project of more than $25,000, or the contract does not
include a public works alteration, demolition, repair, or maintenance (collectively,
‘improvement’) project of more than $15,000.
OR
26.1 CONSULTANT is required to pay general prevailing wages as defined in
Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and
Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the
Labor Code of the State of California, the City Council has obtained the general prevailing rate
of per diem wages and the general rate for holiday and overtime work in this locality for each
craft, classification, or type of worker needed to execute the contract for this Project from the
Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be
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obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide
a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the ado pted
prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all
sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of
the Labor Code pertaining to prevailing wages.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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.
27.3. 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.
27.4. This document represents the entire and integrated agreement between
the parties and supersedes all prior negotiations, representations, and contracts, either written
or oral. This document may be amended only by a written instrument, which is signed by the
parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of
this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions
of this Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement
and will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall con trol. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall
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control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that
they have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C19174715
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO CONSULTANT
SWATT MIERS ARCHITECS, INC.
Officer 1
Officer 2
Attachments:
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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Partner
George Miers
Robert Swatt
Partner
~DocuSigned by:
L~:t?E~~
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EXHIBIT “A”
SCOPE OF SERVICES
1. INTRODUCTION
For the last forty years, the City of Palo Alto has operated a full-service animal shelter located at
3281 E. Bayshore Road. The animal services include a spay and neuter clinic, vaccine clinic, and
adoption services for all types of animals. In 2018, the City entered into a private-public
partnership with Pets In Need (PIN), which calls for renovations to the existing animal shelter
building. This Agreement with Consultant is to provide design services for the renovation of the
existing building, specifically, for Consultant to design a new one-level kennel building
extension and to upgrade the existing medical area at the existing animal shelter. The existing
medical area consists of prep, recovery and storage areas, an office and surgery room. The
existing areas are small for their purposes, and will be redesigned to increase space for
procedures and for more and different types of care and equipment. The Consultant shall refer
to the Asbestos Report from City for the animal shelter for planning and design.
2. SCOPE OF SERVICES
The Consultant’s Basic Services for the medical suite and new kennel building, respectively,
consist of five Tasks: Task 1, Schematic Design; Task 2, Design Development; Task 3,
Construction Documents; Task 4, Permitting; and Task 5, Construction Administration. Each of
tasks 1-5, as further described below, are required to be performed separately for both the
medical area and new kennel. These two projects also require separate permit and bid
documents with their own schedules. In addition, the Consultant shall present the design of
the new kennel building to Palo Alto’s Architectural Review Board (ARB).
TASKS 1-5 IN FURTHER DETAIL:
Task 1. Schematic Design
1.1 Project start-up and programming
a. Consultant and Design Team shall meet with City and Pets In Need (PIN)
representatives (2 meetings @ 1 hour each).
b. Consultant shall review record drawings, reports and studies provided by City.
1.2 Prepare schematic
a. Consultant shall review the Geotechnical Report and site survey provided by the
City.
b. Consultant shall conduct code analysis and ADA assessment.
c. Consultant shall coordinate design with City and PIN representatives.
d. Consultant shall meet with City and PIN (1 meeting @ 2 hours).
e. Consultant shall prepare outline specifications and schedule for project.
f. Consultant shall submit an electronic schematic design package to City for review
which shall be compromised of the site (plan), architectural (architectural plans,
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elevations, and sections), structural (basic structural systems), and any relevant
supporting material, including material boards.
1.3 Upon completion of schematic design, Consultant shall provide a schematic–level
construction cost estimate for the Project. Consultant shall meet with City and PIN to
review cost estimate and compare it to the construction budget to identify
opportunities for enhancement or necessity for value engineering.
1.4 Consultant shall coordinate and meet with project team, as needed, including Public
Works Engineering, Fire, Planning, Building and Utilities Engineering.
1.5 Consultant shall assist the City in obtaining ARB approval required for implementation
for the work. The Consultant shall prepare presentation materials, required drawing sets
and present the schematic design to City Boards and Commissions (2 meetings @ 2
hours each with Architectural Review Board (ARB)).
Task 2. Design Development
2.1 Prepare design development package
a. Consultant shall refine and update schematic design drawings in response to
comments from ARB and City representatives.
b. Consultant shall develop interior, building and site details.
c. Consultant shall prepare in-progress specifications for projects.
d. Consultant shall develop interior/exterior design.
e. Consultant shall prepare interior/exterior product/finish boards.
2.2 Consultant shall submit an electronic design development package to City for review
which shall include the architectural, structural, and building systems drawings, and any
relevant drawings and materials.
2.3 Consultant shall coordinate and meet with project team, as needed, including Public
Works Engineering, Fire, Planning, Building and Utilities Engineering.
2.4 Upon completion of design development, Consultant shall a provide design
development-level construction cost estimate and a project schedule including time for
permits required.
Task 3. Construction Documents
3.1 Consultant shall prepare construction documents
a. Consultant shall refine and update design development drawings.
b. Consultant shall prepare technical specifications for project in CSI format.
c. Consultant shall coordinate the technical specifications with City’s General
Conditions and Construction Contract template.
d. Consultant shall refine interior design.
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e. Consultant shall develop final interior product/finish/furnishing boards.
f. Consultant shall coordinate with City’s design team.
3.2 Consultant shall submit electronic sets of the 65% and 95% construction documents
package to City for review which shall include the architectural, structural, and building
systems drawings, and any relevant drawings, and materials and specifications.
Anticipated plan sheets for submittal to the City shall include but not be limited to the
following:
1. Title sheet
2. Stage construction plan and notes
4. Architectural exterior and interior plans, elevation and finish schedule
5. Structural plans and details
6. MEPF plans (including upgrading and relocation of electrical panel)
7. Typical cross sections
8. Cabinetry, doors and miscellaneous details.
3.3 Consultant shall provide a 50% and 80% construction document cost estimate and
updated project schedules.
Task 4. Permitting
4.1 Consultant shall assist the City in obtaining all building permits, and other permits as
applicable, required for implementation of the work.
4.2 Consultant shall provide final 100% construction documents, estimated timeline and
cost estimate to City. All drawings shall be delivered to the City in AutoCAD 2013 and
PDF formats.
4.3 Upon completion of construction documents, Consultant shall provide a final
construction cost estimate and a final estimated construction timeline for the Project.
Task 5. Construction Administration
5.1 The Consultant shall provide assistance to City staff (e.g. pre-bid meeting with
prospective bidders, issuance of addenda, etc.) during the bidding phase of the project
as well as construction phase services to be provided (e.g. assistance with Requests for
Information, review of contractor submittals, review of change order requests, periodic
construction observation to ensure compliance with design, preparation of record
drawings, etc.).
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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).
Milestones Completion
(No. of Weeks From NTP)
Medical Upgrade Area1
1. Schematic Design 2
2. Design Development 8
3. Construction Documents 12
4. Permitting 18
5. Construction Administration 42
New Kennel Building
1. Schematic Design 18
2. Design Development 24
3. Construction Documents 32
4. Permitting 41
5. Construction Administration 80
1 The design of the medical area upgrades is the priority.
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the
budget schedule below. Compensation shall be calculated based on the hourly rate
schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set
forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY’s Project Manager may approve in writing the transfer of budget
amounts between any of the tasks or categories listed below provided the total
compensation for Basic Services, including reimbursable expenses, and the total
compensation for Additional Services do not exceed the amounts set forth in Section 4 of
this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $48,046
(Schematic Design—medical suite and kennel)
Task 2 $76,886
(Design Development—medical suite and kennel)
Task 3 $129,206
(Construction Documents—medical suite and kennel)
Task 4 $30,606
(Permitting—medical suite and kennel)
Task 5 $69,624
(Construction Administration—medical suite and kennel)
Sub-total Basic Services $354,368
Reimbursable Expenses $7,200
Total Basic Services and Reimbursable expenses $361,568
Additional Services (Not to Exceed) $36,157
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Maximum Total Compensation $397,725
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses .
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are: $7,200 (as above)
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $500 shall be approved in advance
by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide Additional Services (as defined in Section 4, entitled “Not
to Exceed Compensation” of this Agreement) only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a
detailed written proposal including a proposed description of the scope of services,
schedule, level of effort, and CONSULTANT’s proposed maximum compensation,
including reimbursable expense, for such services based on the rates set forth in Exhibit
C-1. The Additional Services scope, schedule and maximum compensation shall be
negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT
prior to commencement of such services. Payment for Additional Services is subject to all
requirements and restrictions in this Agreement.
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EXHIBIT “C-1”
SCHEDULE OF RATES
1. SWATT MIERS ARCHITECTS, INC. (CONSULTANT)
2. ZFA STRUCTURAL ENGINEERS (SUBCONSULTANT)
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Pr incipal. ....................................................................................................................................................... 285.00 hr.
Sen ior Pro j ect Manager/ Senior Architect... ........................................................................................ 190.00 hr.
Construct ion A dministrator ........................................................................................................................ 175.00 hr.
Sen ior Interior Designer ............................................................................................................................. 165.00 hr.
Project Architect/ Project Manager ...................................................................................................... 165.00 hr.
Job Capta in ................................................................................................................................................... 140 .00 hr.
Architect ......................................................................................................................................................... 120 .00 hr.
Inte ri or Designer ........................................................................................................................................... 120.00 hr
Sen ior Designer / Dr after .......................................................................................................................... 120.00 hr.
Intermedia te Designer/ Dra fter ................................................................................................................. 95 .00 hr.
Junior Designer / Drafte r ............................................................................................................................ 85 .00 hr.
Administrative Staff ....................................................................................................................................... 65.00 hr .
Pr incipal (C onstruction Developmen t Phase ) ...................................................................................... $225 .00 hr .
Pr inc ipa l (C onstructio n Adminstration Ph ase ) ..................................................................................... $225 .00 hr .
Exec uti ve Principa l ........ ..
Principa l ....................... ..
Assoc iate Principal
Senior Associate
Assoc iate
Se nior Eng ineer ..
Engi neer
.... $190 .00 per hour
.... $170 .00 per hour
.. ... $160 .00 per hour
... $150.00 per hour
...... $140.00 per hour
..... $120.00 per hour
.. .... $110 .00 per hour
Designer ................................ $100.00 per hour
Proj ect B IM Manager ............. $120.00 per hour
Sen ior B IM Tech.. .. ........ $110 .0 0 per hou r
BIM Technician.... .. ............ $100 .00 per hour
Eng ineering Support ......... $65.00 per hour
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3. LEA & BRAZE ENGIEERING, INC. (SUBCONSULTANT)
4. MACK 5 (SUBCONSULTANT)
5. NED PATCHETT CONSULTING, INC. (SUBCONSULTANT)
6. PHILIP NEUMANN ENERGY DESIGN (SUBCONSULTANT)
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C iv il P r in c ip a l $23 0/hr
Se ni or P roj ect Man ager / Sr. En g in eer 205/hr
Projec t Ma n age r / E n g inee r $180/h r
D es ign E n gin eer 16 5/hr
En g in ee rin g T e chni c ian $150/hr
C iv il CAD D rafter 130/hr
D epos iti on s an d/or court appeara n ce $47 5/hr w ith a 4 h our min .
Princ i pal/Managing Principal
Sen io r Cost and Pr oj ect Managers
Cost and Proj ect Managers
Project and Cost Enginee rs
Adm i nist rat ive Suppo rt
~urvey Prin c ip a l
Assoc ia te Surveyo r
Survey Calcul ati on s
1-P erso n Su rvey Crew
2 -P erso n Surv ey C rew
Survey CAD D ra ft er
C lerica l
$195 -$222/hr
$170-$195/h r
$145-$170/h r
$120-$145/hr
$80/hr
1) Ned Patchett -Certified Arborist $200 per hour.
2) Dan Patchett -Certified Arborist $150 per hour.
3) Kevin Patchett -Ce rt ified Arborist $150 per hour.
4) T ina Lourenco-Administrat ive Assistant $50 per hour.
FEES BASED O N THESE HOURLY AMOU N TS BELOW
MECHA N ICAL E N GI N EER
ENERG Y DES IG N A N D CO M PLIA N CE
CAD DRAW I N GS
$185 .00
$175 .00
$ 90 .00
$230/h r
$180/hr
$1 50/hr
$20 5/h r
$23 5/hr
$130/hr
$8 5/hr
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN
INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR
HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
WORKER’S COMPENSATION EMPLOYER’S
-
-
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED
ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS,
OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF
COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING
URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS
POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE
BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT
REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING
OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-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.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER
RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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