HomeMy WebLinkAboutStaff Report 2603-6118CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 15, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
14.Approval of Professional Services Contract Number C26195541 with HDA Architects, Inc.
in an Amount Not-to-Exceed $221,650 to Provide Architectural Design Services for the
Animal Shelter Renovation – Capital Improvement Program Project PE-19002; CEQA
Status – Exempt under CEQA Guidelines Section 15301(e)
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 15, 2026
Report #:2603-6118
TITLE
Approval of Professional Services Contract Number C26195541 with HDA Architects, Inc. in an
Amount Not-to-Exceed $221,650 to Provide Architectural Design Services for the Animal Shelter
Renovation – Capital Improvement Program Project PE-19002; CEQA Status – Exempt under
CEQA Guidelines Section 15301(e)
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their
designee to execute Contract No. C26195541 with HDA Architects, Inc. to provide architectural
design services for the Animal Shelter Renovation capital improvement program project (PE-
19002) for a total not-to-exceed amount of $221,650, including $201,500 for basic services and
$20,150 for additional services.
BACKGROUND
For the last 40 years, the City has operated a full-service animal shelter located at 3281 East
Bayshore Road. Animal services include a spay and neuter clinic, vaccine clinic, and adoption
services for various types of animals. In November 2018, Council approved an operating
agreement with Pets In Need (PIN)1 to provide full-service shelter operations at the Palo Alto
Animal Shelter. Under the agreement, the City was responsible for remodeling the medical
suite and installing a modular office/building, with those projects completed in September
20202 and December 20203, respectively. A new partnership agreement with PIN was
established in March 20244 for five years with the ability to mutually extend for an additional
five years. The current agreement identifies facility improvements to the shelter’s premises, for
which the City has a lump sum budget of $2.5 million for design and construction. The
improvement areas are prioritized in the following order and evaluate the following needs:
ANALYSIS
1 City Council, November 26, 2018; Agenda Item #13; SR 9822;
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=76122&page=1&dbid=0&repo=PaloAlto
2 City Council, October 7, 2019; Agenda Item #15; SR 10605;
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=87963&dbid=0&repo=PaloAlto
3 City Council, February 25, 2019; Agenda Item #11A; SR 10057;
4 City Council, March 18, 2024; Agenda Item #8; SR 2402-2596;
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=6447&dbid=0&repo=PaloAlto
vendors attended the meeting. The solicitation period was posted for 35 days and 6 proposals
were received. The solicitation closed on March 11, 2026.
Table 1: Summary of Request for Proposal
Proposal Description Design and Consultant Services for the Animal
Shelter Renovations/RFP 195541
Proposed Length of Project February 4 – March 11, 2026
Number of Vendors Notified 3,804
Number of Proposal Packages Downloaded 72
Total Days to Respond to Bid 35
Pre-Proposal Meeting Yes, Non-Mandatory
Pre-Proposal Meeting Date February 18, 2026
Number of Proposals Received 6
Proposal Price Range $201,500 to $779,500
Public Link to Solicitation https://procurement.opengov.com/portal/palo-
alto-ca/projects/197093
reviewed each firm’s qualifications related to its experience in animal facility design and
qualifications of specific staff to be assigned to the project. HDA Architects was selected due to
their proposed project approach, past performance on new animal service facilities and
remodels of existing shelters, and understanding of the project goals.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
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CITY OF PALO ALTO CONTRACT NO. C26195541
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND HDA ARCHITECTS, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 15th day of
June, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and HDA ARCHITECTS, INC., a Georgia
Corporation, located at 401 Broad Street, Ste. 201, Rome, GA 30161 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to renovate the animal shelter (the “Project”) and desires to engage a
consultant to provide design services for renovations to the animal shelter located at 3281 E.
Bayshore Road, Palo Alto, CA 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,
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.
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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 effective date of this
agreement through December 31, 2028 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 Two Hundred One
Thousand Five Hundred Dollars ($201,500). The hourly 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 Twenty Thousand One Hundred Fifty Dollars
($20,150) for the performance of Additional Services (as defined below). The total
compensation for performance of the Services, Additional Services and any reimbursable
expenses specified in Exhibit C, shall not exceed Two Hundred Twenty-One Thousand
Six Hundred Fifty Dollars ($221,650), as detailed in Exhibit C.
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“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 monthly
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
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.
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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
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
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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:
Siegfried Engineering
Spencer Engineering
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 Susan Wade 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 Brittany Leung, Public Works Department, Engineering Division, 250
Hamilton Avenue, Palo Alto, CA, 94301, Telephone: 650-329-2197. 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
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
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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
the expiration or early termination of this Agreement.
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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
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
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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.
21.2. CONSULTANT further covenants that, in the performance of this
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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
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
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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).
OR
26.1. This Project is subject to prevailing wages and related requirements as
a “public works” under California Labor Code Sections 1720 et seq. and related regulations.
CONSULTANT is required to pay general prevailing wages as defined in California Labor
Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section
16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY 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
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the contract for this Project from the State of California Department of Industrial Relations
(“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The
general prevailing wage rates are also available at the DIR, Division of Labor Statistics and
Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time
to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job
sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall
comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code
(Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1,
1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable
implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code
of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to
time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR
REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works
construction, alteration, demolition, repair or maintenance, including but not limited to the
obligations to register with, and furnish certified payroll records directly to, DIR.
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is a 9204 Public Works Project and is required to comply with the
claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204
Public Works Projects”.
OR
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
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
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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
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
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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 A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C26195541
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
HDA ARCHITECTS, INC.
Officer 1
By: ________________________________
Name: Peter J. Hill, Sr., AIA, NCARB
Title: Founder | President | Principal Architect
Officer 2
By: ________________________________
Name: Blake Brown
Title: Director of Business Development
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “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.
Introduction
For the last fifty 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 2024, the City entered into a new private-public
partnership with Pets In Need (PIN), which calls for renovations to the existing animal shelter
building. The City met with PIN in October 2024 and May 2025 to identify PIN’s renovation
priorities in three main areas. The priorities are as follows:
Cat Wing (Small Animal Rooms)
▪ Reconfigure cat rooms
▪ Addition of flexible multi-purpose space for medical assessment and treatments
▪ Addition of dedicated space for small animals
▪ Provide dedicated meet and greet/socialization space
Dog Kennel
▪ Improve air circulation for kennel house
▪ Addition of guillotine doors between side-by-side kennels
Medical Suite
▪ Adjustments to accommodate larger dogs
The animal shelter is located in FEMA Flood Zone AE so any design considerations and
improvements must also meet flood zone regulations. The City is looking to include re-roofing
which would need to be coordinated with the remodel and project phasing as needed.
The Consultant’s basic services for the Animal Shelter Renovations Project consists of five tasks
separated for each priority area: Task 1, Site Assessment and Schematic Design; Task 2, Design
Development (DD); Task 3, Construction Documents (CD); Task 4, Permitting; and Task 5,
Construction Administration.
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Each identified priority area includes specific objectives which are listed under the tasks below.
Scope of Services
The total budget allocated for both design and construction is $2.5 million. This Agreement with
the Consultant is to provide design services for the renovation of the existing building, specifically,
for the Consultant to determine the scale of the improvements needed to address the stated
priorities.
The Consultant’s Basic Services for animal shelter renovation consists of five tasks: Task 1, Site
Assessment and Schematic Design; Task 2, Design Development; Task 3, Construction
Documents; Task 4, Permitting; and Task 5, Construction Administration.
Each identified priority area includes specific objectives which are listed under the tasks below.
OBJECTIVES FOR THE CAT WING (SMALL ANIMAL ROOMS)
Task 1: Site Assessment & Schematic Design
1.1 Kickoff and Alignment
• Confirm City/PIN operational goals for intake/holding/isolation/meet-and-greet and
staff workflow
• Establish decision log: required decisions at schematic vs DD vs CD
• Define operational constraints and phasing needs (keep service continuity; define any
temporary measures)
1.2 Existing Conditions Verification
• Field verify room dimensions, wall types, door swings, floor drains, slope conditions,
ceiling heights, and MEP constraints
• Document cleaning workflow, waste flow, storage needs, and infection-control pinch
points
• Identify stress/noise issues and opportunities for improved visibility/control
1.3 Accessibility and Path-of Travel Early Screening
• Use the ADA Transition Plan Report for the Palo Alto Animal Shelter prepared by SZS
Consulting Group as a baseline to anticipate exterior/interior accessibility impacts and
coordinate with proposed alterations.
• Identify which cat wing alterations may trigger exterior path-of-travel improvements
• Flag conflicts early (clearances at doors/corridors, approach slopes, routes to entrances)
1.4 Programming and Adjacencies
• Validate functional needs for:
o Flexible assessment/treatment space
o Dedicated small animal spaces
o Meet-and-greet/socialization
o Staff work/support/storage
• Create adjacency diagrams and workflow map (clean/dirty separation,
public/staff/animal circulation)
1.5 Schematic Options
• Develop 2-3 options showing:
o Reconfiguration approach
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o Flexibility/surge capacity
o Cleanability and durability strategy
o Staff and public supervision/safety
• Consultant shall propose four options for locations of the modular building(s)
• Identify structural and MEP implications by option
1.6 Schematic Deliverables
• Schematic plans, key room layouts, and finish approach narrative
(cleanability/durability)
• Preliminary phasing narrative (how cat wing stays functional or how continuity is
maintained)
• Early constraints memo (permit drivers, accessibility triggers, floodplain implications
if site work is triggered)
Task 2: Design Development
2.1 Preferred Option Advancement
• Confirm selected schematic direction with City/PIN
• Lock “basis of design” decisions that drive MEP And structural scope
2.2 Detailed Room Planning and Equipment Coordination
• Room-by-room layouts, casework/fixtures, storage, and operational support spaces
• Equipment/specialty coordination
2.3 MEP Coordination
• Confirm ventilation and odor-control approach appropriate for small animal health
• Coordinate power/data/controls impacts as needed
2.4 Structural Review
• Evaluate impacts of wall modifications/openings and equipment supports
2.5 Accessibility Coordination
• Integrate ADA requirements across disciplines using the Transition Plan baseline as a
reference for known barriers/routes
• Confirm interior clearances/turning spaces and any triggered exterior path-of-travel
scope
2.6 DD Deliverables
• DD drawings sufficient to define scope, phasing, and permit path
• Updated milestone schedule and decision log closure
Task 3: Construction Documents
3.1 CD Plan and Milestone Reviews
• Set CD schedule and City review checkpoints
• Confirm which items are base bid vs alternates (if needed)
3.2 Coordinated Permit/Bid Documents
• Architectural drawings/details/schedules/specs
• MEO sheets
• Structural documents
• Civil/landscape sheets only if triggered by path-of-travel or site impacts
3.3 QA/QC and Constructability
• Multi-discipline coordination checks and internal QA/WC review prior to issue
• Phasing detail review for reduction of RFIs/change orders
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Task 4: Permitting
4.1 Submittal Coordination and Comment Resolution
• Prepare and coordinate responses to plan check
• Track comment log and closeout
4.2 Accessibility Documentation
• Document compliant routes, entrances, and accessible elements impacted by alterations
(coordinate across disciplines)
Task 5: Construction Administration
5.1 Preconstruction and Kickoff
• Participate in kickoff/site verification and phasing confirmation
5.2 Submittals/RFIs/Field Coordination
• Review submittals, answer RFIs, coordinate discipline responses
5.3 Observations and Punchlist/Closeout
• Periodic observations aligned to the City’s expectations; punchlist and verification
• Closeout documentation and record drawing coordination
OBJECTIVES FOR THE DOG KENNEL
Task 1: Site Assessment & Schematic Design
• Confirm performance objectives: air circulation, odor control, temperature control, staff
safety
• Document existing ventilation, airflow constraints, controls, and maintenance issues
• Identify physical hazards and circulation limitations that may align with known
accessibility route issues (breezeway/exterior circulation)
• Develop schematic options for ventilation improvements and any kennel modifications
Task 2: Design Development
• Advance preferred ventilation strategy: equipment selection concepts, duct routing
approach, controls integration
• Confirm phasing plan to keep kennel operations functional where required
• Coordinate structural needs for rooftop or wall-mounted equipment supports
Task 3: Construction Documents
• Produce coordinated architectural/MEP/structural documents
• Detail penetrations, equipment supports, and waterproofing interfaces
Task 4: Permitting
• Coordinate permit submittals and resolve review comments
Task 5: Construction Administration
• Kickoff and sequencing verification
• Field observation and closeout, focusing on performance verification and commissioning-
related coordination as applicable
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OBJECTIVES FOR THE MEDICAL SUITE
Task 1: Site Assessment & Schematic Design
• Confirm clinical workflow needs and specific constraints for larger dogs
• Document existing plumbing, ventilation, electrical, lighting, and infection-control
limitations
• Create schematic options improving workflow, durability, cleanability, and staff safety
Task 2: Design Development
• Finalize room layout and clinical support requirements
• Coordinate MEP impacts and any structural modifications
• Confirm phasing and continuity requirements
Task 3: Construction Documents
• Detailed permit-ready drawings/specs and full coordination
• Finish/detail strategy appropriate for clinical cleaning protocols
Task 4: Permitting
• Support plan check responses and approvals
Task 5: Construction Administration
• Field coordination, observations, and closeout support
SCOPE OF WORK APPLICABLE TO ALL OBJECTIVES/TASKS
The following five tasks detailed below are applicable to all identified prioritized areas listed
above. Tasks 1 and 2 will be pursued simultaneously for all identified prioritized areas to minimize
fieldwork redundancies and reduce conflicts between disciplines and areas.
Task 1. Site Assessment and Schematic Design
1. Project start-up and programming
a. Consultant to perform assessment of existing conditions of the cat wing, dog kennels,
medical suite, and current lobby space to determine size of the improvements needed to
meet the above priorities.
b. Consultant shall review record drawings, reports, and studies provided by the City.
c. Consultant shall verify information provided by the City to ensure it is updated with current
codes.
d. Consultant to consider the use of a modular building(s) for additional square footage to
address PIN’s priorities.
e. Consultant and Design Team shall meet with City and PIN representatives (2 meetings at
1 hour each).
2. Prepare schematic design
a. Consultant shall review the Geotechnical Report and site survey provided by the City.
b. Consultant shall conduct code analysis and ADA assessment. City of Palo Alto Municipal
Code is available online for review at:
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https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-59235
c. Consultant shall take into account flood zone regulations.
d. Consultant shall coordinate design with City and PIN representatives.
e. Consultant shall meet with City and PIN (2 meetings at 2 hours each).
f. Consultant shall prepare outline specifications and schedule for project.
g. Consultant shall submit an electronic schematic design package to the City for review
which shall be compromised of the site (plan), architectural (architectural plans, elevations,
and sections), structural (basic structural systems), and any relevant supporting material,
including material boards.
h. Consultant shall propose four options for locations of the modular building(s).
3. The Consultant shall design and determine a way to keep the cat wing operational throughout
the duration of construction.
a. Consultant shall meet with City and PIN to determine specific impacts and needs (1
meeting @ 2 hours)
b. This could be through the following but is not limited to:
i. Construction phasing to maximize the existing cat wing
ii. Temporary facilities
iii. Develop and submit a building permit application and all required documents, if
needed, for temporary space/facilities.
4. Upon completion of schematic design, Consultant shall provide a schematic-level construction
cost estimate for the Project including the temporary space/facilities, if needed. Consultant shall
meet with the City and PIN to review the cost estimate and compare it to the construction budget
to identify opportunities for enhancement or necessity for value engineering.
5. Consultant shall coordinate and meet with the project team and City Departments, as needed,
including Public Works, Fire, Planning, Building, and Utilities.
6. Begin planning Entitlement process and present schematic designs to the City.
a. Consultant shall prepare a complete submittal and presentation materials (architectural
plans, elevations, and sections as appropriate for the presentation) for a Preliminary
Architectural Review Board (ARB) study session and present the schematic design to ARB
in-person.
7. Consultant shall assist the City in obtaining ARB approval required for implementation of the
work, including reasonable revisions required by ARB and/or Planning. The Consultant shall
prepare and procure presentation materials, required drawing sets, material board, and present the
schematic design to the City Boards and Commissions. Consultant shall attend all meetings until
approval is achieved.
8. Consultant must become familiar with the ARB process and be prepared to provide all materials
for both formal and informal submissions, and revise documents as necessary to secure ARB
approval.
Task 2. Design Development
1. Prepare design development package
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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.
f. Consultant shall develop modular building site plans which include foundation details and
utility connections including but not limited to plumbing and electrical.
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.
3. Consultant shall coordinate and meet with project team, as needed, including Public Works,
Fire, Planning, Building, and Utilities (fiber optic network, electric, water, gas, and wastewater).
4. Upon completion of design development, Consultant shall provide a design development -level
construction cost estimate and a project schedule including time for permits required.
5. Apply for Major ARB approval and present design development packages to the City.
a. Consultant shall prepare presentation materials and apply for ARB review (see Major ARB
submittal checklist here: https://www.paloalto.gov/files/assets/public/v/2/planning-amp-
development-services/file-migration/bc/development-services/development-services-
forms/major-arb-submittal-checklist-10-26-10.pdf).
b. Consultant shall submit a PDF version, 10 full-size sets, and 10 half-size sets of the design
development packages to the City for ARB review which shall include the architectural,
structural, and building systems drawings, and any relevant drawings and materials.
c. Consultant shall present the design in-person and obtain approval from City Boards and
Commissions. Consultant shall expect 3 meetings at 4 hours each with the staff Design
Review Committee (DRC) and 3 meetings at 4 hours each with the ARB.
Task 3. Construction Documents
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 and integrate the technical specifications with the City’s
General Conditions, Public Works Engineering Standard Drawings and Specifications, and
Construction Contract template.
d. Consultant shall refine interior design.
e. Consultant shall develop final interior product/finish/furnishing boards.
f. Consultant shall coordinate with the City’s project team.
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:
a. Title sheet
b. Stage construction plan and notes
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c. Architectural exterior and interior plans, elevation, and finish schedule
d. Structural plans and details
e. MEPF plans
f. Typical cross sections
g. Cabinetry, doors, and miscellaneous details
3. Consultant shall provide a 65% and 95% construction document cost estimate and updated
project schedules.
Task 4. Permitting
1. Consultant shall assist City in obtaining all building permits, and other permits as applicable,
required for implementation of the work.
2. Consultant shall provide final 100% construction documents, estimated timeline, and cost
estimate to the City. All drawings shall be delivered to the City in AutoCAD 2013 or later version
and PDF formats.
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
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. attendance to the on-site kick-off meeting, on-site weekly
progress meetings, assistance with Requests for Information, review of contractor submittals,
review of change order request, periodic construction observation to ensure compliance with
design, preparation of record drawings, coordination with City departments and utilities, etc.).
2. The Consultant shall assist the City including but not limited to the following:
a. Review and respond to ASIs, RFIs, COs and other construction documentation and issue
required documents within five (5) calendar days upon receiving such document.
b. Review and respond to reports as required.
c. Prepare change order documents.
d. Prepare close-out documents including punch lists.
e. Coordinate deferred submittals from other design consultants or contractors.
f. Prepare and submit a submittal request list noting specification reference, submittal type,
responsible parties, status, and if additional City department review is needed (Utilities,
Facilities, etc.).
3. Consultant shall start to prepare as-built plans for the project at construction commencement.
Contractor will complete and deliver to the City all fire-related as-built items within seven (7)
calendar days of any Fire Department inspection approval. Consultant shall complete the as-built
plans for the project within thirty (30) calendar days from the day the Notice of Completion is sent
to the Contractor. As-built plans shall be delivered to the City in both AutoCAD 2013 or later
version and PDF formats.
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and
conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are
incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities,
professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of this
Task Order and warrant that I have authority to
sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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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. Task 1: Site Assessment & Schematic
Design
3 weeks
2. ARB Study Session Summer/Fall 2026 per ARB calendar
3. Task 2: Design Development 7 weeks
4. Task 3: Construction Documents 15 weeks
5. ARB Major Submittal Winter 2027
6. Task 4: Permitting 19 weeks
7. Invitation for Bid 25 weeks
8. Task 5: Construction Administration 165 weeks
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.
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for 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 rate schedule attached as Exhibit C-1 up to the not to exceed
budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of
the tasks or categories listed below, provided that the total compensation for the Services,
including any specified reimbursable expenses, and the total compensation for Additional Services
(if any, per Section 4 of the Agreement) do not exceed the amounts set forth 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.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
CAT WING IMPROVEMENTS
Task 1
(Site Assessment and Schematic Design)
$26,000
Task 2
(Design Development)
$33,600
Task 3
(Construction Documents)
$84,600
Task 4
(Permitting)
$12,000
Task 5
(Construction Administration)
$14,400
Subtotal for Cat Wing Improvements $170,600
DOG KENNEL IMPROVEMENTS
Task 1
(Site Assessment and Schematic Design)
$3,250
Task 2
(Design Development)
$4,200
Task 3
(Construction Documents)
$4,700
Task 4
(Permitting)
$1,500
Task 5
(Construction Administration)
$1,800
Subtotal for Dog Kennel Improvements $15,450
MEDICAL SUITE IMPROVEMENTS
Task 1 $3,250
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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(Site Assessment and Schematic Design)
Task 2
(Design Development)
$4,200
Task 3
(Construction Documents)
$4,700
Task 4
(Permitting)
$1,500
Task 5
(Construction Administration)
$1,800
Sub-total for Medical Suite Improvements $15,450
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $201,500
Additional Services (if any, per Section 4) $20,150
Maximum Total Compensation $221,650
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: NONE up to the not-to-exceed amount of: $0.00.
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.
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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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
AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@PALOALTO.GOV
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.
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07
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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.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@PALOALTO.GOV
Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07