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Home My WebLink About0390.000! , , - June 28, 1990 THE HONORABLE CIT~ COUNCIL Palo Alto, California Lucie Stern Community Center rmprQvement~~IP 18508 -Consultant Agreement Members of the Council: This report recommends that Council approve an agreement with Practicon AssocIates in the amount of ~124,~94 to provide engineering and architectural deslqn serv~ces for structural seisrdc improvements in Winq -Aw of the Lucie stern Community Center, and for completing the renovaticn of the heating!" ventilation systeD in the Children 1 s and Community Theaters. Funds have been appropriated in CIP 18508, Public Buildings structural Illprovements, and CIP 18911, HeatlngjVentilation at Lucie stern community center. BGc'kgroqru;! This is the last in a series of phased structural seismic improvement projects at the Lucie Stern Community Center. Previous phases included seismic retrofitting in the Children'~ and Community Theaters, and remodeling of the Recreation Division offices located at the Center. This final project provides for the struct.ural modifications needed to bring Wing -A-in compliance with current building and seismic codes to prevent potential earth~ake damage to the building. The project will also complete the upgrading of the heating/ventilation system in the Children's and Community Theaters. A Request for proposals was issued to 27 consultant firms; S responded and were interviewed by a selection advisory committee in accordance with the city' 5 selection pr<x::.edure for professional consul tants. The firms interviewed 'Were Foster Engineering. C~rrasco Architec~s, Tectonics, SAl Engineers, and Practioon Associates. The selection advi~ory committee included staff from the Social and community Services Department (Arts and Culture Division) and the Public Works Department {Facilities Management a~ Eng-ineeri119 Divisions).. The committee selected Practicon Associates based on the firm's e~perience in retrofitting structures and heating/ventilation systems. This project was included in the list of FY 1989-90 consul tant work submitted to the Finance and :PU"lic Works Committee in July 1989" and was nc;t selected to be returned to the Committee for reviewr -1- CMR:390:0 ~'---" -_ e~~! , • of _ <. ~ -.. .. ~ . ...: .:..-. -::-~ - -. , , o o The project schedule h~s been coordinated with the Arts and CUlture Division staff to minimize the impact on theater actiyities~ Desiqn will occur between July 1~90 and August 1991. The anticipated completion date of constructIon is March 1992. Envlronme~tal A§§ess~ This project is categorically exempt as defined by the California Environmental Quality Act. Recommendations staff recommends that Council: 1. Approve and authorize the Ktlyor to execute the attached ~sultant agreement with Practicon Associates in the amount of $124 .• 9'94 for design services tor the structural seismic ZtOdificat.ions of Wing -A-of the Lucie stern Comm\lnity center, and for completing the renovation of the heating/ventilation system in the Children's and COmlrl;iIDity 'I'heaters~ 2. Authorize ~he City Manager or bis designee to negotiate and execute amendments for services related to or incidental to the scope of "Work. or services, the value of all of which amendments shall not exceed $12~500. Respe~fU1IY s~itted, L r ":-/-k'j,¥ I --'{'C'} . , . A/ atoRGE BAGDON Assistant Director of PUblic Works (-( '-1/; ,; V.cLr.:k (J ti{.cKo-... ~ __ DAVID G. ADAMS Director of Public Works ~~ Ass1stant C1ty Manager Attachment: Agreement • -2- CMR:190:0 • \ I -' ., ~ ~", ,f, . ,~ AGR.tEI!!IJEH'T BETWEE5 THE CI~Y or PALO ALTO AND PRACTlCON, INCORPORATED FOR PRO~ESSIONAL ENGINEERING CONSULTANT SERVICES THIS AGPIEMENT. made and entered into this day of .. 1990". by and bet ...... een the CITY OF PALO ALTO, at =,,~u~n~.,'-·=c-'i~p~.::-;-l-c=o-'r=po:::::=r::ation of California., hereinafter referred to as "e:;:"!-:!,· and FRAC'!'!CON ~ ISC~ {Taxpayer Identification No~ 9'- 22192.60}. c. Corp.ora-=:icr ... -.. ':'"t::t c::ices at 801 E. Charleston P:oad, Palo Alto .. CA 94303, i:""reina=-:.~::-refer!-ed ~:: as ·CON"SDLTA.."VT-: Ii I T 11' E SSE !' E: WHEREAS,. CITY desires certain professional ccnsul tant services hereinafter ~escribed; and WliEREAS, CITY desires to engage CONSULTAA'""T to provide these ser-.ices by reaSOrl of its qualifications and experience for performinq such ser.rices and CONSuLl')L~T has offered to provide tt.e required services on the terms and in the manr.er set forth hErei~; NOW~ THEREFORE, in consideration ~f their mutual covenants, the parties bereto agree as follo~s: SECTION 1 -D~FINITIONS 1.1 CITY MANAGER The term ·City Manager-means the duly appointed City Manager of the City of Palo Alto, California .. or his designated representat i ve_ 1.2 CITY CLERK The term -.city Clerk-means the duly appoInted City Clerk .of the City of Palo Alto .. California, or her designated representa tive:. 1.3 RISK MANAGER Tbe term -Risk Manager· mea.l'1s the duly a~pointe'= R':s'i:. Manager c.f the City of Palo Alto .. Califorr,i2:, c,r-:-.:s '::e::::;:gt.c.':ed representative. Th-e te["TIl ·Project-zr.eans the improvements described in f;.:.!"ci~,it .;. ... entitled ·Scope of Project .. -v"bich is attached hereto ~,;'i Jr.ade a part hereof by th is re ference. 1 .~ .. >' '-:'t ~,~ , ~ , , i , ~ , ~ . ~ ! , f ~ , f , t I 1 L ::' -,-0._ . ~~ • .1. o o The City Manager ... ill be the rep·resentative of CITY for all purposes under this ~greement. Edg~r Ugarte hereby is designated as the PROJECT MANAGER for the City Manager and shall supervise the progress and execution of t.his Agreement and shall be assisted by Matthew costigan~ the PROJECT ENGINEER. 2 • 2 CONSULTANT CCNSULTAN! sha:: assig:l. a single PROJECT DIRECTOR to have overall respcnsibilit:.y for the progress and exeG'.Jt:'cn of this Agreement fer CONSULTANT. Jim il::ehl hereby :.3 des.:,:;r:,::,:ac. as ~::'e PROJECT DIRECTOR for CONSULTANT. Charles Lee snal: be assig~e= ~~ the PROJECT COORDINATOR for CONSULTANT and shall represe~t:. CONSULTANT during the day-to-day work on the Project. Should circumstances -cr conditions subsequent to the execution of this Agreement require a substitute PROJECT OIRECTOR or PROJECT COORDINATOR Cor any reason the PROJECT DIRECTOR or PROJECT COORDINATOR designee shall. be subject to the prior T.iTitten approval of t~e PROJECT ~~AGERr which shall not be unreasc~dbly withheld. SECTION 3 -SCOPE OF PROJECT The Scope of the Project to be executed by CONSULTANT u.nder the phases of the Basic Services describE:.-d in section 4 .. 1 of tbis Agreement is as described in Exhibit -A.- SECTION C -DUTIES Q·F CONSULTANT 4.1 ~rc SERVICES :§tages of Work. CONSULTANT'S Basic s~rvices shall be furnished in the stages of 'Work as described bela.", and as more particularly described in Exhibit -A.- 4.1-1 ~_§ __ iqn stage The Design stage shall cons ist of the follo'.-ing phases of -work and shall include th-e usual professional ser.ric€s c.f architecture~ stru~tural~ electrical and mechanical engineering as applicable~ CONSULTANT'S specific responsibilities under each c~ the-se phases are described belo'li. 4.1.2 (a) COSS'CLTANT shall consult with CIT'i to ~sce:!Ctai:-, t'h~ requl!'"€:::oents of the Project and shall confirm such re,:!uir€=.e-~,ts to the PROJECT "-Jl.NAGER. 2 ";L -'. -~~~;i. i· . • \ - (b) CONSULTANT shall prepare schematic design studies consisting of drawings and other documents illustra ting the scale and relati~nship of project components and submit th~ee (3) copies thereof for approval by the PROJECT MANAGER. eel CONSULTANT shall submit to the PROJECT MANAGER for revie~ and approval with the Schematic Design PbasE: studies an estimate in triplicate of probable construction cost based on current areal volume and other unit costs. (dJ CONSULTANT shall 'Work with CITY's s~aff ~~ secur~ approvals of the Scnematic Design Phase by City Council and/or ether appr:::>pr':'ate c::rmmittees and commissions. If required by CITY$ CONSULTANT soa!: ~ake ?ers~ca: ~~escntations of the Schematic Design Phase to the Ci't-y Ccunc':': ~ a::y :=1.:.',,==-': co~~ittee to which the Project is referred~ t~e Plannir.g Cowm~s sio-n# any Community advisory qroups# and/or the Architectural Review Board_ The CONSULTANT shall attend a minimum of one (1) meeting and a maximum of t~o «21 meetings during this Phase. (e) Upon ~ritten approval by CITY for the SchEmatic Design Phase., CONSULTANT shall proceed to the Design Q.e·/elopment Phase. {f) CONSULTANT shall su1::m.it to the PROJECT MANAGER .. in triplicate .. copie.s .of any and all calculations ... sketches... diagrams... computer print outs, and ot.her document:s prepared during this phase of CONSULTA.lIlT'S Basic services. -1.1.3 Desjgn Development Ph9 se {a) CONSOLTANT shall prepare from the approved schematic desig·n studies,. the design development documents consisting of drawings and other data to fix and describe the size and ~haracter of the entire Project, including materials and such other essentials as may be appropriate. (b) CONSULTJo..NT s!1all submit three (3) copies of all pertinent Design Development Phase documents for review and approval by PROJECT MANAGER. eel CONSULTA...'lT shall submit to PROJECT MANAGER for revIew and approval ~ith the Design Develop~ent Phase documents., a revised current esti.mate of probable construction cost ... in 'triplicat:e# based upon refinements of design that occurred during Design Development Phase. Cd) If required t.y C:TY, C~t'.3~:",!;'..!JS:: shall t'-3Ke personal presentations of the DES ig!"'. Develof'nent Pbase to the City Council, any council cotlmittee to .... ·hich the Project is referred ... the Planning COIlu:lission" any community advisory group a~-:for t!:e }.~r=~itect:o.r2:l P.eview Board. The CONSULTANT shall attend 2: ;:-.ir.i.::L:.;~ of one (1) Jr.eeting an.d a maximum of t ... ·o (2:) meetings j~=ing this Phase. 3 • " , , , l t I , . i ~ ".._ . . ~ • \ \ ~ . --.... - • . , .. , . - • \ . '...,..-....,;~-..,..~~ o o (e) CONSULTANT shall submit to the PROJECT .MA!fAGER,. in triplicate, copies of any and all calculaticns., sketches. diagrams,. computer printouts and other dOC:llr:tents prepared during this phase of CONSUl .. TANTts Basic services. (ft Upon written approval by the PROJECT MANAGER of the Design Development Phase, CONSULTANT shall proceed to the Constructicn Documents Phase. 4 .. 1 .. 4. Construction Doc'lments Phase (a) CONSULTANT shall prepare from the approved Design Devel=pmen~ ?hase documents, for approval by the PROJECT MANAGER. working drawings. specifica~icr.s, and other contract forms setting forth in detail ~!'le req'...l:':-€!!lE.n-:.s :::::::-~e .construction of the entire Project including c:,.e necessa=-z" technical specificaticns,. special conditions, bid form and cthe:: bidding information,. and contract forms furnished by CITY. {b} Prior to advertising Cor bids, CONSULTANT shall sQbmit,. in triplicate to the PROJECT MANAGER for revie r", and approval a final -detailed estimate of the probable construct.ien cast. {c) CONSULTANT shall attend conferEnces with CITY at critical phases of the work and snall assist the CITY in Obtaining approval of requlato~ agencies vhen required by such agencies~ (d) Upon completion of the cc-ptract drawings, specifications~ and documents, and at its expense, CONSULTANT shall furnisb three (3) full-size sets of the cont,ract drawings, specifications, and documents for approval by the PROJECT ~~GER and any other approving auth~rities~ Ce} Upon completion of the approved contrac~ drawings, specifications, a~d other documents. CONSOLTANT shall 5ucmit the tracings to the PROJECT MANAGER for signature~ The CONSULTANT shall reproduce three (3) copies of the plans and specifications. (fl CONSULTANT shall submit to thE PROJECT MANAGER, in triplicate. any reV~Sl.or.s to calculations., SKetches" diagrams. computer printouts, and other cocuroe:nts that wE're initially SUbmitted during the Design Developl:'.ent Phase. (q) CONSULTANT shall assist-C!'!Y 2:"': _ .. ",=" ~re-bid conference. if required., in obtaining anc :::lc_1":i:-,g .i:.-l.ds, a-.rarding the contract, and in the Fre-ccns'truc~icn conference~ CONStJLTANT shall be available t'.J ar,S',.ier inquiries regarding tce plans and specifications ty contractors and the CITY during the bidding ~Er.!.oC~ I • "'!' ' ~ \ \ .l. \ \ .. ~.,"'\ +" ~ . .,!' -,;" ,.,:' . , , I ·1 j '~ ,:: ,,<,.,,,.,.--",",,-~">,. ,-- " ,'" o o {hj Upon alolard by the City Council of the construct-ion contract, CONSULTAN'! shall proceed to the Construction Stage. §;onstru~t ion Stage--Adminj 5 tr_~.tIQ:lJ. ___ Qf_t.h~ Construction Contract (a) l.'he construction stage will commence with the at"iard of the construction contract and 'Will ter..llinate 'When ::nal payment is made by CITY to the contractor or upon expiratlcr. c:;f ,:d~e"C:r (90) days after substantial completion of construction_ !.bJ CITY shall provide for the adminis tration of the cons~rJc~icn c=n~~ac~. tion meetings specifications (c) CONSU'"LTANT shall at"!:ena pre-c::;r:s-::=--..:c and answer questions regarding the plans a~d prepared by CONSULTANT. (d) CONSULTANT shall at all times have access to the ...-ork wherever it is in preparation or in progress. eel CONSULTANT shall1l'.a1ce periodic visits to the site as necessary to become familiar with the progress ~r.c quality of the work and to determine if the work is proceeding ir. accordance with the contract aocuments. On the basis of on-site observations, CONSULTANT shall endeavor to guard CITY against defects and deficiencies in the work of the contractor including advising and consulting with the CITY on technical instructions to the contractor and may disapprove contractor's ~ork as failing to meet contract documents. CONSULTAN7 shall DOt be required to :make continuous on-site inspections to check the quality or quantity of t.he work ... provided that the limited extent of supervision furnished by CONSULTANT in no ~ay shall reduce or lessen its responsibility ~ liability hereunder. CONSULTA..'IT shall no,t be responsible for construction means, methods ... techniques, sequences or procedures, or for safety precautions and programs in connection ..... ith the work, and shall not be responsible for the cO-ntractor's failure to carry out the work in accordance with the contract documents. If) CONSULTANT shall technical requirements of the contract documents CITY on technical instructions to the c~ntractor_ interpret the and advise tt.e (;) CONSULTANT shall r€vie·", and take appropriate professional acticm on laboratory, shop and mill tests, repor-ts of equipment performance, shop dra .... ings, sdrr.ples; c:lC C--:.:-.-== submissions of the contractor for conformar.ce ... _:::: ~!".E: c<2sig;"L concept of the Project and for-co:::-,plia~·ce ... ·i-r.h t!".e cor.structicn contract documents. (h) COSSt:LTANT shall prepare 5uppler:E,n ta:-y si".e"':·::hes required in order-to clarify or-supple:r.ent original c-s,,:t:ract c.ocuments during the Const.["uction stage of ... 'ork. 5 :L .......... ".' -~ . : .; • \ t 1 : ' .---,~ -----~ ~--- o o (i ) CONSULTANT shall assist the CITi in preparir.g change orders. operation of the specifications. (j) CONSULTANT shall observe initial Project.. or of performance tests required by assist CITY In start-up .. to acceptance of Project flc) If required by CITY ... CONSllLTANT shall testing and operation of equipment prior by CITY. (l) CONSULTA.1.fT shall conduct site visits, acc-::::rnnan":'ec: =v a r=~r-esent:=tive cf CITY". to determine. the dates of sub$~antial c;mplet:":'on a.:'lc ::::'1'l.a: c:::m:91etion. Fur-che::-, CO~SULTA.NT shall make a declaration bat: 1::.:-.e .?r::::ec':. is :':1 genera!.. c:::nfcr:!lance with the design concept and is il"'. ge::lera:::' co:wp::a:-.ce-.... -:;.':-:: -=-"::€ contract documents. (m) CONSULTANT shall attend meetings at least once each week throughout the Construction Phase 'With the contractor and representatives of the CITY and shall submit to all concerned minutes of the meeting attended_ (n} CGNSULT.A.:.'IlT. ct its expense, shall provide the PROJE.CT MAN'AGER ... ..-ith cn€. copy of specifications and a complete set .of four mil mini:!r'.um thiCKness, good quality tr-ansr::ar ent mylar drawIngs of the Project (bereafter referred to as -Record Dra'Wings-J. In addition .. CONSULTANT shall furnish CITY vith copies of all design calculations and similar documents. (0) CONSlTLTANT shall not be responsible for damages or injuries caused by acts or omissions of the ~ontractor .. or any subcontractor .. or any agent or employee of the ~ontractor or any subcontractor .. or of any other persons performing any of the work. (p] CONSULTk~ sball be responsible for providing the CITY with record dra-.rings and docu:!!:ents of the constru~tion after final completion. 4.2 ADDITIONAL S!RVICES CONSULTANT shall perform cr Obtain any and all of the following additic'nal services if so agreed bet .... een the par-ties aad authori:c:ed in writing by CITY. and snaIl bE! paid as provided in Section 7 of this Agreement: (a) Frovide financial other special studies. tel Provide planning surveys, evaluaticns, cr cc,;:-,~a==:.i .... e studies of prospective sites_ site (c) Make E1easured dra'..rirogs of eYisting cccst-ruc"t.ion .. ·~€n reqlJired for planning aaditions or alterations t.:''2reto. • . ...:, ...... • \ t'lt. t [ , o Cd) Revise pre.viously approved drawings, specifications or other documents to accomplish changes not initiated by CONSULTANT. ee) Provide consultation concerning replacement of any 'Work damaged by fire or other cause during constru-ction ... and furnishi1l9 basic professional services of the type set forth in this Agreement as may be required in connection with the replacement of such work. ~ f) Provide profess ional services made necessary cy t~e default of the contractor in the performance of the constr~~ion con~rac~. (g} Prcvide ccnt=~c~ a~i~~s~=2~:~~ ~~C observation of -construction after the contract tim-=-n25 :tee;"". exceeded by more than twenty percent (20%) through no fault cf CONSULTANT. (h) Provide services,. other than completion of Record Drawings and related project close-out, after final payment to the contractor. (i) ;pre v-ide ser ... ices 25 0:1 €:l!.-pe-rt. 'Witr.ess in connection with any public ~earing~ arbitration proceeding, or proceeding of a ~~rt of record. (j) Provide services ~or planning tenant or rental spaces. (k) Provide services directly applicable to preparation o£ environmental impact studies and reports. (1) Ha~e detailed mill, shop, and/or laboratory inspection of materials and equipment. (m) Furnisb property p boundary, of-~y, topographic and utility surveys, and related computations and drafting and surveying. rights office Cn} Furnish field surveys, ph-otogram metr~, and field lay-outs of construction. (oj Furnish special photography, models, printed reports and additional copies of contract dra,.,ings and documents above the number specified in this Agree~ent. other soils engineering construction. (p} Per:form soils i:1v.:s':.:'~~':.icns and services "t'efc:r-e cesig:n a:'1d/or during (q) Prepare applications and supporting cocu:ner,cs fer goverfU:lental grants or arjvances for public 'Works projects; and implementing such grants or advances. 7 '" • ",,-. o o [r} Instruct plant employees in the operation and maintenance of newly installed equipment .. {5j Incur travel znd subsistence expenses for CONSULTANT and his staff beyond those normally required under Basic Services of this A9reement~ (t) Prepare operatil'J.n and maintenance manual. (u} Perform any other services that may ce a':;,::'ee<:: upcn =y t~e parties subsequent to the exec..ltio'n of this Agr-eemen-::. (v) t 1) CONSULTANT shall provide one or more Project re:?r€:se::,.~a-:::'·Jes -:.: assist the CONSULTANT and CITY to inspect tl:e progress of the construction contract .. (2) Such Project representative shell be selected, employed and directed by conSULTANT or subcon sultants r and CITY agrees to pay CONSULTANT and/or subconsultants. fer the se:-vices of the Froject representative, based on a negotiated cost using the rates set forth in Ex..~ibit. -B·, Fe~ Schedule, attached hereto and incorporated herein by this refer ence. (3) Sucb Project representatives shall visit the site of construction as required by the needs of the project and at least every ether day over the ter:!!! of construc tion~ provided there actually is work in progress. The Project representative shall tile a written report with the CITY PROJECT MANAGER setting forth the nature# scope, character and progress of ~he vork performed at the site immediately after each visit to the site. (4) Through the on-site observations by the Project representative of the ' •• ork in progress, CONSULTA.~ and/or subconsul tants sllall provide further protection for Cl'l'Y against defects in the worK# but the furnishing of such Project representation shall not make CONSULTANT and/or subconsul tants responsible for construction means~ methods~ techniques, sequences or procedures. or for saf's:ty precautions and programs, or for the cOrltractor"s failure to perform the ....-ork in accordance ""ith tt.e contract document.s. Nothing in th is Agreement abrogates the p';cf.essicn.al responsibilities of the CONSULTA..IIlT an.d/or subconsul tants with respect to design defects# errors. 0-:::1i55 ior.s, c: malpractice. ~. 3.! Cm';Sl~VL~...NT represents that it is qualified to C:.J.:-r:.i<'l tr.E. services cescribed under this Agree::r.ent. CONSULT,Po.NT f _:--:'~t:~ c<8clares U'".at or:e or more Jlembers or employees of its firm C!"'~ th2:t. cf its subconsultants, if any.-are licensEd by tee State 8 • ~J " , . - o of California to perform their services and that these services viII be perfon:led by them or under their supervision. CONSULTANT shall furnish to CITY for approval, pr-ior to execution of this Agreement... a list of all firms or corporations to be employed as subconsultants. 4.3.2 CONSULTANT states that it is a~are of the req:uirements .of the Government Code and the Health and safety Code of the State of California relating to access to public buildings and accommodations for physically handicapped persons, and relating to facilities for handicapped persons. CONSULTANT sball comply wi~h su~h provisions in carrying out the terms of this Agreement. 4.3.3 CONS~LTANT shall prepa~e ~~ the contract docu~ents alternative bid items, in addition ~o ca~e =~c ~~e~, ~~ compliance with Secticn 6 hereof and at no extra C05~ ~o C:7:. c;. 3.4. CITY reserves the right to retain the services of a construction cost consultant to prepare estimates of cost independent of those prepared by CONSULTANT during each phase of design. CONSULTANT shall meet 'With the construction cost consul tant and CITY representatives to r-esolve major differences in their respective estimates. 4.3.5 CONSt~TANT shall furnish CITY with everv reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance .... ith the requirements and intentions of this Agreement. SECTION 5 -DUTIES OF CITY 5.1 CITY shall provide full informaticn regarding its requirements for the Project. 5.2 CITY 51':1.a11 e)(amine d<>C\lJItents s';lb-:aitto?d by CONSULTAL'IT and shall render decisions pertaini~1 thereto promptlYI to avoid unreasonable delay in the progress of CONSULTANT's work~ 5.3 CITY shall turnisb a land s~rvey of the site including, as applicable l .grades and lines of streets... alleys. pavements and adjoining property: rights of waYI restrictions l €asements l encroachments I zoning, deed restricti:>ns~ boundaries ar,d contours <If t.he site; locations, dimensions and ccmplete -data pertaining to e~isting boildings. other improvements, and trees; and known information concerning available service and ntil i t:t lines both public and private l above and bela ..... grade, :!rlC~''';'::::-"C; inverts and dep"ths. 5 • ..( CITY shall fu!:"nish en'J"irortmental l structural, lI".echanical and othe-r laboratory tests .. inspectio::>ns and reports as IE"quiTi'd. "ty I :." .... or l::y the cor. tract documents. 5.5 CITY 3hall furnish such legal, accQuntin'3" and insurance. counsel ing services as WJdy be necessary f~r the Project, 9 L --- • ~-"" \ \ \ \ \ \ ," • ", " 4 I 1 . 1 - o o and such auditing services as may be required to ascertain how or for ~hat purposes the contractor has used the moneys paid to him under the constru~tion contract. 5.6 The services, information... surveys and reports required by paragraphs 5.1 and 5.3 thrOL1gh 5.5 inclusive shall be furnished at CITY'S expense, and CONSULTANT shall be entitled to rely upon the accuracy thereof. 5.7 If CITY obse~es or otherwise becomes aware of any faul~ or cefec~ in the project or nonconformance ~ith the contract documen't.s ~ C::::"!'"! sea:': give prompt -\rritten notice thereof to CONSULTANT . (a) CITY shall f:.l.:-:r'..lsr: .::-::::.::-::.c,,:.:cr: required by CONSULTANT as expeditiously as possible. SECTION 6 -EX.9.ESS ESTI}Q.TED CONSTRt"Cl'rON COST .AND EID 6.1 BIDS IN EXCESS OF FINAL EST_IlI'..ATE .oX CO~STRU<::_1ION COS]: If the law-est responsible bid for the: Project received b y- CITY exceeds one bundred fifteen percent (115t) of tee amount of the approved final detailed estimate of -constructio-n cost ... CITY shall (a) give. written appr-oval of an increase in su.::h :fixed limit, or (b) authorize rebidding of the Project within a ·reasonable time • .or ec) cooperate in revisinq the Project scope and quality as required t.o red,uce the construction cost. In the case of (c). CONSUVrANT. without additIonal charge. shall modify the drawing.;; and specifications as necessary to bring the construction cost within the fixed limit. The providing of this service shall ~ the limit of CONSULTAN'r's r.3sponsibility in this regard,. and having done so., conSULTANT shall be entitled: to its fees in accordance with Section 7 of this Agreement. 6.2 CONSTRUCTION COST_ ESTIMATE statements of probable construction cost and detailed final estimate of construction cost prepared by CONSULTANT represent its best judgment as a design professional familiar with the construction industry .. It is recognized ... hOl,leve.r~ that neitbe:r CONSUL'I'ANT nor CITY has any cc,ntrol over the cost of labor ... materials or equipment ... over the contractors' methods. of detennin ing bid prices. or over competitive bidding or market conditions. r,ccordir.gly.,. CONSULTA.~T cannot and does not guarar.tee t.~a': :::'::5 ..,-ill not vary from any statement of procable cons~=-...:c:::. -:r. c::s:-:. cr ether cost estimate prepared by bim. ~I£TIO!i '7 -f ~Y~ENT Payment shall be made by CITY only foc se-rvices rencered a:1d 'Witbin thirty POj days of CONSULTANT's subl::lission in tripli- 10 ~l I .. . , i . : ... '\ \ \ . '; I , I , I l 1 I ,. o o cate of monthly progress Pd~ent requests~ Each invoice shall be itemized as to the type of payment described in this section. In consideration ~or the Cull perfo~ance of the easic Services described in Section 4 and 1 of t:his Agreement, CITY agrees to pay CONSULTANT a tee not to exceed Seventy-seven Thousand .. Three Hundred Forty-two Dollars (S77,J42} for the Design Stage and T".Jenty-nine Thousand, Six: Hundred Fifty-t-'",·o ($29,652) fer ~~e C~nst~~ct~on Stage. The amoun~ -~ CONSCLTANT'S compensation shall be calculated as set for~::" in Ex..'1ibit -3-. c,n a ti:De and mate:!':ials basis in accordance with CONSULTA..'tiT's bou.::-ly ra::e sc:::ecu:'e ~=:: .• T:'dt,= therein .. up to the maximum amount set fo~th in this pa=agrG~c 7_:. 7.1.1 Subconsultants. Fees for subconsultants~ hired directly by CONSULTANT .. shall be approved by CITY in advance of incurring such fees. 7.1.2 For Addi tional Seryices. For CONSULTA..'iT r S additional se.rvices~ as described in Section .( of this Agre!?:::::E-~t, compensation shall be as prescribed in Exhibit: -:5-tut net to exceed Ten Thousand Dollars {$lO.OO~J and shall be cooputed ~aSeC -on rate.s listed in Exhibit -S-. The rate schedules shall be u·pd'ated on January 1st of each year durill9 the term of this agreement. 7 .. 1.]. For Extra Work or C.h.~J:~ . .g.~.~. Pa:y:ment for extra work or changes in the work not initiated by the CONSULTANT and authorized in writing by the PROJECT MANAGER shall be made within thirty PO} days of submission by CONSUI.TANT of a statement in t~iplicate of itemized costs covering such work. Prior to commencing such extra wo·rk or changes .. CONSULTANT and CITY shall agree u'pon an estimated not-to-exceed cost for such extra. ,",ork. In no event shall CONSULTANT be paid for design wcrk or change order preparation which is necessary because of CONSULTk~~'s errors or oversights as determined by CITY. 7 -0 1. 4 Calculation of Dire-ct ... ...Eg.[sonnel EA"'Oense. Direct personnel expense of employees engaged on the Project by CONSULTANT inclodes the .. ark of architects .. engineers, desig!lers, job captains .. draftspersons .. specification writers 2nd typists .. in consultation, research and design .. in produ-cing dra'.rings, specifi cations and other documents pertaining to the Project. and in services during construction at the site.. Included in t~e ccst c: direct personnel expense of the.se employees 2.~= 502::;' 2.!" iE'S a"c Jnandatory and customary benefits such as s;:atu:;.ory e~pl0i'e.e benefits, insurance, sick leave, ~clidavs and vacations .. pensions and similar benefits.. - 7. L 5 .B .. ~imbursap .. t~2'~.enses. Reiznl:::-ursable £:q>2r_s~s under the Agreement shall nc,t exceea Eight Thousanc Dcllars $8.000. Reimbursable-Expenses are in addition to the 11 • \ • , .. -.1 .... ..J ..•.. , - 1 i-~ o o compensation Cor Basic and Additional Services and include actu,31 e:.cpl?nditures made by CONSULTA.."iT, its employees, or its professional consultants in the interest of the Project for expenses listed in the follo~ing paragraphs: (a) Expense in connection with the Project for long distance telephone calls and telegrams and fees paid for securinq app·roval of authorities having jurisdiction over the Project .. (b) Expense of reproduction .. graphics 1 pos~age and handling of drawings and specifications, except far these recuired t~ be :urnished bv CONSULTANT in section 4 and for use in cONSULTANT's of:.ice. - {el only if authcrized in acvance _ .. writing by CrTY. expense of overtime vork requiring higher than regular rates, expense of renderings or models for CITY's use~ and expense of computer tiMe when used in connection with Additional Services under Section 4. 7.2 PAYMENT SCHEDULE 7.2.1 For Basic Services. pay-::nents for Basic Services shall be made monthly in progress payments in proportion t.o services perfonted for each stage.. Final progress payment shall be made by CITY after CONSULTANT has submitted all required Record Drawings and reports .. '1 .. 2.2 For Additional _ Services. Payments for Additional Services of CONSULTANT as defined in section 4. shall be :made as part of the monthly progress payments for services rendered. 7.2.3 For R.~.:i._mhurs_~_ble Expenses. Payments for Reimbursable Expenses of CONSULTANT shall be made as part of the monthly progress payments for services rendered. 1.2.4 Reductio·ns. No dedUctions shall be made fro~ CONSULT~VT's compensation cn account of penalty, liquidated damages, or other sums withheld from payments to contractor,.;;. 7.2.5 Payment UD~m SU!?P€'I\$ ion Q_~ ____ -b_I;l_ancoJJJllent of fT.95~_t_. If the Project is suspended for mere than three IrtClnths or abandoned in whole or in part .. CONSCLTA...'\j'"T shall be paid its r::cmpensation for services perfo:nned prior to receipt c,f -.....-ritt€!"I notice from CrTY of such suspension or a1:,andcnment, togeU;Eo~ -.. -:'t:: additional and reimbursable expenses then ch::e. ::::: t.::€. ?::.:l~€:c't. is resumed after being suspended for more tha~_ si::.:-:..1' (60) days, any change in CONSULTk~TJs ccm~ensation shall ~e subject to renegotia ticn and .. if necessary~ approval by tt.e Palo A.lto City council. If thi s J..q:r-eernent is susfer,ded or terminated for fault of CONSULTA.~T, CIT\[ s;-'~l: be obligated to cOl!'lpensate CONSGLTANT only for that ~orti-::..n of CONSCLThNT's services which are of l:·enefit to CIT'!. 12 • l t i , ,.,.-- - .. o o 8.1 TIME IS OF THE ESSENCE It is understood and agreed that time is of the eS5er~e of this Agreement~ and the SChematic Design Phase of the work shall start immediately u'pon receipt by CONSULTANT of notice to proceed. Work on each successive phase of service as specified in Section , of this Agreement shall proceed sequentially by stages and phases upon written notification and~ until such notification, CONSOLTANT 5ha!: no~ proceed with a~y subsequent item of service. CONSULTA..~T agrees to perform the phased se:"'.rices '.'i.t:::i.::-, the time limits set fortb in Exhibit -A W provided, hO'I.,ever, ~:,:a:: any change in the scope of services :may require a revised time: ta'ble~ construction stage~ if any, shall be dependant upon the length of c~tract, but in no event shall CONSULTANT submit Record ~ravings later than ten (10j days after completion of construction ~o~k, as determined by CITY. CITY agrees to exercise due diligence in performing its tasks to implement the. CONSULTANT's time table. provided under Exhibit -A .. • Between each phase of work: there is a review and approval period by CITY.. The CITY will exercise due diligence tc complete these tasks; however. it is recogniz.ed that the interrelated exchange of intormation among: CITY's various departments makes it impossible to set a specific time schedule. Normally" the CITY's estimated. period of review and a~roval will be furnished to CONSULTANT at the time of submission of each phase of the work~ If the CITY does not complete its review in the review period, CITY shall qrant a comparable time extension to CONSULTANT for comple tion of services under thIs agreement. 8 .. 4. EXTENSION or TIME OF COKPLETI9}! In the event the services ca:lled for under this Agreen.ent are not comp1.eted by CONSULTANT "Within the time specifie::d l CITY shall have tile opticm to extend the time of completion. This paragraph does not preclude tl~e recovery of damages for ce 1 2.::" c: either party. CITY may order changes in the basic scope or character of ·,.:o!"ir:. se:' forth under Exhibit AI either cecreasing oc increasing the amount of CONSULTANTfS services. In the event that !:1.1-ch chang€"s 13 • ') , , :~ :.1 ,. \' .. ~' --' ·i I l i 'I I , I l I i i , i 1 • o o are ordered, CONSULTANT shall be entitled to full compensation for all .... ork per:!ormed prior to receipt of notice of cha:1ge. Increased compensation for su-ch cbanges shall be detenoined. in accordance with section 7 of the Agreement, b'.lt in no event shall CITY be liable for payment unless the amount of such extra compensation shall first have been agreed to in vriting by CITY. In the event that such changes are ordered pursuant to this section, the schedule for progress and ~ompletion in Section 3 of this Agre.ement and -compensation under Section 7 of this ~gree~en~~ shall be adjusted by negotiation bet~een CONSULTANT and cr~Y, subjec~ to approval~ if necessary. by the City Council. 10.1 CANCEIJ1.ATION BY COnSULTA.."IT CONSULTANT may terminate this Agreement or suspend work on the Froject upon thirty (30) days' written notice to CITY, but only in the event of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project. 10.2 CANCELLATION BY CITY Without limitation to such rights ar remedies as CI·ry shall otherwise have by lata>'", CITY shall have the right to terminate this Agreement or suspend ~ork on the Project for any reason, upon fifteen (lS) days' written notice to CONSULTANT~ or immediately after submission to CITY by CONSULTkVT of any completed item of service specified in Section 4 of this Agreement. CONSULTAN'f agrees to cease all work under this Agreement upon receipt of said written notice. 10.3 COMPENSATION OF CONSULTANT IN THE EVENT OF TERMINATION OF THIS AGREEMENT In the event of termination of this ~greement or suspension of work on the Froject by either CITY or CONSULTANT; CONSULTANT shall receive compensation as follow.s: {a) For approved items of service under Section • of this Agreement. compensation shall be in the amount outlined under Section 7 of this Agreement for the ite::r..s of service fully performed by CONSULT~~. (b) For items of service cn .... 1".:..-:::: 2: notice to proceed has been issued l:y CIT'{, but ,*~ich :i:2:-,.re r,o!: 1::een fully completed and appro,,-ed, CONSl"LTM~ s";1all be compensated for .said service in an amount ·, •• hieh bears the sa:ne ratio to the t<:>tal fEe otherwise payable for the performance of said service as the ser .. ice actually rendered bears to the total service necessary for ",!", •• ~ f!.lll r:€!:'fonnance of said item of service. • \ r I f i • .. '\ \ \ \ \ .,:r ,\'_' • .~ .• , -~ , . .. ... (el In no event shall the total compensa tion paid in the immediately preceding paragraphs exceed the payment specified in Section 7 for the respective items of service to be turnIshed ~y CONSULTANT. Cd) Notwithstanding anything in the preceding paragraphs .. upon termination for fault of CONSULTANT .. CITY shall l:l.E! obligated to pay for only that portion of the s.e!"Vice which can be incorporated in the Project~ lO~4 OOTIES 9~ _____ GI'ry. AND CONSULTANT Upon termination o! ~his Agreement or suspension of ~ork on the Project by either CITY ct" CONSULT.!."NT~ a::'l du-c::'es cf e!Y"! and CONSULTANT,. as set forth in Sections 4 and 5 he:-e':':12:.';'cve, s!:.:=!:: ter.ninate. Records of the fo110 .... ing expenses pertaining to the Project shall be kept by CONSULTANT on a generally recognized accountinq basis and shall be availa1:1e to CITY at mutually convenient times for a period of three years after ccmpletion and close out of this agreement: Ca) Direct personnel expenses-#, including consultant expenses. (See Section 1 of this Agreement.) (b) Reimbursable expenses. (see Section 7 Qf this Agreement}~ eel Expenses pertaining to Additional Services. (See Section 7 of this Agreement~] SECTION 12 -OwNERSHIP _9f ______ ~~_rr:r~ 12.1 Subject to the provisi~s of paragraph 12.2 belov I the original drawings z mapsI plans~ designs l records of survey, work datal specifications-#, and Cl,ther documents prepared by CONSULTANT in the performance of this Agreement, although instru ments of professional service, are and shall be the property of CITY ~hether the work for ~hich they are made is performed or not. 12.2 Upon termination under Section 10 c,f this }"gree-::::;e:".~ and upon CITY I S pa:flI!ent of the amount required t::· te p-2!::::' ;.,mc..::-=: same section.. the originals and all c::r<:!·...-i.:1gs:. c~J.culatiorls, -specifications and similar documents became the property of CITY. and CONSULTANT shall transfer them to CITY upon request 'Without additional compensation. CIT1 shall have the right to utilize any .;o".pl€"t.ec C'r uncompleted drafJings, estimates~ specifications .. and ot.::e= dOClJIner..ts prepared bereunder by CONSDL'i.'AJn; hm.;ever I CITY ~,hc~ll ind~mnify CONSULTANT against any loss .hieh may be caused to CO!.Sl;LTANT by such use and reuse. 15 .' • ~'~ it,--.... . ' < , f: t , , f • , \ I " • .-.- ";.., , . SECTIon 1_3 -lNTEREST OF CONSQLTANT. CO_NSV11ffiT INPEPENDENT OF CITY In accepting this Agreement, CONSULTANT covenants that it presently bas no interest, and shall not acquire any interest, direct or indirect .. financial or otherwise, which would conflict in any manner or degree with the performance of the services hereun der .. CONstTLTAN'r further CQvenants that .. in the performance of this Agreement .. no subcontractor or person having such an interest shall !::e employed. CONSULTAIoJT certifies that no one who has or ...-ill have any financial interest under this Agreement is an officer or e~plQyee of :I~Y. It is expressly agreed 't."la't. :..::. -:...."le 'pe!"::~ar.ce ~f t.!Je professional services required under this Agree::nen'C C::;NSL:...:r.r._~,:. :::"'.::: ;;:.ny of its subconsultants or employees, shall a~ all tiI:ies ::'2 considered independent ccnt~actors and not agents o~ employees of CITY. SECTION 14 -OU~SIDE CONSULT~~S CONSD'LTJ..NT shall be re.spons i1:le for e.:nplcying ell outs ice consultants (subccnsultantsJ necessary to aid CCNS'CLT}.JIT in t::e performance of the services listed in Section 4 of this Agree~ent; provided, bo~ever, that all such subconsultants shall receive prior approval of CITY in .... ritinq and sh-all remain <:!cceptable to CITY during the term of this Agreement. SECTION IS -INDEMNITY CONSULTANT agrees to indemnify, defend and hold harmless CITY, its officers, agents, and employees from any and all claims; demands or liability of any nature, including death or injury to any person, property damage or any loss, caused by or arising out of CONSULTANT's. its officerst, agents', subcontractors' or e~ployees· negligent acts. errors or omissions. or willful miscon duct.,. or ccndu<:t for .... hich the law ill1poses strict liability on CONSULTANT in performance or failure to perform this Agreement. 16.1 LI~BILITY INSUPJL~CE 16.1.1 CONSULTANT, at its sale c'C";st a:1,~ E'..:;-=-,.s:-. shall ohta in and maintain in full fOI"ce oar.':: E:::-=-~~ "t.:-,.r-c:1.':Shout the cr.tire tenq. of this Agreement the insurance coverage, insuring net c;r.ly CONSULT Pu.'·n • bu.t also (" •• ith the e~cE:ption of .... ·orkers l co:rnpensa tic1n .. e!!l.ployer's liability insurance and professional liability ir-,su:-ance).-CiT'i, its officers,. agents,. and employees .. and each of t1".<?:rt 1::::.Il't cnly in regard to this P • .-oject as shor..-n in Exhibit .. c·. 16 ~L • \ , • ,'-.. \.. \ \. , . \ ~ .\ • , , " -.---. "---- ,. 16~ 1.2 certificates of such insurance .. preferably on the :forms provided by CITY .. shall be filed wi th CITY" concurrent ly with the execution of this Agreement or. with CITY's written approval, vithin ten (10) days thereafter. Said certificates shall be subject to the approval of the Risk Manager and shall contain an endorsement stating that said insurance is primary ~overage and will lKIt be cancelled or altered by th~ insurer without thirty {3D} days prior written notice to CITY of such cancellation or altera tion,. and that the City of Pale Alto is named as an additional insured (except in pelicies of professional liability insurance). CU~r~n~ ce~ificates of such insurance shall be kept on file at all times during tjE te~ of this Agreement with the City Clerk. 16.2 CORRECTION OF A.,.'IT ER..QORS. OMISSIctf§'...,. !-_"lD AMBIGUITIES IN CONTRACTmnDOC't.i"MEN.:'[s. Any errors, omissions, or ambiguities in the contract documents prepared ~y CONSULT~~ which are discovered before the Project is out for bid shall be corrected by CONSULTANT without cost to CITY. CONSULTANT services required to lJlaJce changes in construction resulting from errors, omissions, cr ambiguities in the contract documents which are discovered after the contract is awarded shall be perfo~ed by CONSULTANT without cost to CIT¥ c~ly insofar as they result in unnecessary or ncn-beneficial changes in construction. CONSULTANT services required to make cbanges .i~ construction resulting from errors. omissions. or ambiguities in the c~tract documents vhich are discovered after the contract is awarded shall be performed by CONSULTANT and shall be paid ior by CITY only insofar as they add a ,benefit to the construction work~ SECTION 17 -WORKERS' COMPENSATION CONSULTANT certifies that it is a~are of the prov~s~ons of the Labor Code of the State of California which require every employer to he insurad against liability for ~arkers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and it certifies that it will comply with such provi sions before commencing the performance of the work of this Agreement:. The terms, covenants, and conditions of this Agreement shall apply to, and shall bind. the heirs. successors, executors. administrators. assigns# and subcontractors of ~oth pa~tiEs. :S:.~nc;'I' . .ION' .l.St. -NON_;),.SSIG~ABILITY Both parties hereto recognize t.h~t this Agr~€ll1ent is for t'!:e personal services cf CONSULTAN'T and cannot be transferred, 17 .. ,-",.". . . \ ) • , "~i:;;" .~; • i I' ~ : ! J i ,; , j j , : . o o assigned. or sabcontracted by CONSULTANT vith~ut the prior written consent of CITY~ 19.2 SERVICES OF SUEgJNSULTANTS AND THEIR EMPIAY{EES CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. No subconsultant of CONSULT~T will be recognized by CITY" as such; rather.-all subconsultants are deemed to be emplo)rees ,:;f C0NSt:LTANT i' and it agrees to be responsible for their perfor:R- 3.nee. C~NSuLTANT shall give its personal attention to the fulfillmec.t cf the pr;::visions of this Agreement by all of its employe~s and subca,nsul-=.ants,. i.f an~:t, and shall keep the .... ork unde:: its co,nt:rol. If any employee or su.bconsul tan~ cf CCNS":-LTA.."'IT fa i Is or refuses to carry out the provisions of this Agree::,en~ cr c.;;.~€=== to be incompetent or to act in a disorderly or imprope~ ~ann~=, te or she shall be discharged immediately from the · ... 'ork unc!er this Agreement on demand of CITY. ~;:_!=_TI.o.N ____ .£Q._:':'" ~LIANCE UPON PR9YESSION~L .§..~ILL OF CONs.tJ'LTANT It is mutually understood and agreec by and between t~e parties hereto that CONSt"LTANT is skilled in the professior.al calling necessary to perform the work agreed to be done hereunder and that CIT¥ relies upon the skill of CONSULT~~ to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the worle. The accept.ance of CONSOLTANTts work by CITY ..j,oes not operate as a release of CONSULTAN7 from said Obligation. SECTION 11 -NO TMPLIED WAIVER No payment~ partial payment, acceptance or partial acceptance by CITY shall operate as a waiver on the part of CITY of ~ny of its rights under this Ag~eement. ~ __ E_G:T __ :Ulli_ 22 -WAlVEj§ The waiver by either party of any breach or violation of any ter:::n, covenant... or condition of this Agree~ent or of ar:y provisions of any ordinance or la~ shall not be dee~ed to c€ a -waiver of such term.,. covenant ... condition.,. ordinance ar la'" or af ~_'1.y subse-quent breach or violation of the same or of any ot1:e= term~ covenant, condition, ordinance or lav. The subse=-;..::e~-': accepta:Jce by either party of any fee or ath€!::-;:,:;r:=y •• ,CiC3-ray t·e-ccme due hereunder shall not be deemed to be a '~I .. ~iver of any ~,!"c-ceding breach or violation by the other party of any term, c()venant~ or conditic-rl 0: this Agreement or of any applicable 1a ... ,~1': c-rdinance. 18 L \ , • I I i I. I t ! t I f ! t -) ~ ~~"-< , , " • , , \ .- I --r- • - ;, SECTION 23 -COSTS AND ATTORNEYS' FEES The prevailing party in any action brou9ht to enforce the terms of this Agreement or illrisinq ·out of this Agreement may recover from the other party its reasonable costs and attorneys· fees expended in connection with such an action. 2~.: DUTY OF CONSULTA-~ No discriminaticn shali be ..nade ic: t:c€ o;m;;:loy:Jcnt of pe~s~ns under this Agreement 'because of t.:::"e race, :::::cr, ::?.~.:.::r.c::' or~g~nl ancestryr religion, or sex of such perscn. If 't.i:e vall.!e c:: this Agreement is., or may be Five Thousand Dollars ($5 , DaD) or ~ore, CONSULTANT covenants to meet all requirements of the Palo Alto Kunicipal Code pertaining to nondiscrImination jn employment and to cOJllplete and submit the ·Compliance Report--N"ondiscrimina tion Provisions of city of Palo Alto Contracts· on the form furnished by CITY. 24.2 PENALTY FOR DISCRIKINATIOli If CONSULTANT is found in violation of the nondiscrimi;'a cion prov1s~ons of the State of California Fair Employment Practices Act or similar provisions of federal law or executive .order in the pe~formance of this Aqreement~ it shall thereby be found in material breach of this Agreement. Thereupon~ CITY snaIl have the power to cancel or suspend this Agreement, in whole or in part.~ .or to ded,uct from the a'lllount payable to CONSULTANT the sum of Twenty-five Dollars C$2S} .for eacb person for each "calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the state of California Fair Employment Practices Commission or the equivalent federal agency or officer sball constitute evidence of a violation of contract under this section. If CONSULTANT is found in violation of" the nondiscrimina tion provision of this Agreeme:1t or the appli<:able affirmative action guidelines pertaining to this Agreement, CONStJ'""LTANT shall 'be found in material breach of this Agreoz!ll.ent. Thereupon CITY shall have the po~er to cancel or suspend this Agree~ent, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of T'"~o Hundred Fifty Dollars ($250) for each calendar day during .. ""!lic~ CONSULTANT is found to have been in such noncomplianc:e as c.a7.,'"!~e.s for said breach of contraet~ or 'both. C~cn agree:nent of the parties any controversy or claim arISIng OL:t cf or relating to this Agreement may be se.ttled by ar~it!"ation in accor-dance 'With the Rules of U".e }I_L"ner-iean Arbitra tion Asscoeiation... and j odglOent upon the aIJara rendered b:r the 19 • i , f i i / ~ I i , I f I , • " , " , \ \ \ ~ \. -1." ,--. - o arbitrators may be entered in any court having jurisdiction thereof. SECTION 26 -NOTICES All notices her-eur.der shall be given in writing and mailed, postage prepaid, by certified mail. addressed as tollows: To CITY: To CONSULTANT: Office of the City Clerk 250 Hamilton Aven·tJe Palo Alto~ California 94301 Attention of the PROJECT DIRECTOR at the address of CSNSt"I..7.~ recitec above 5ECTION 27 -ALL COVEN~ ARE QQNDITIONS All provisicns of this Agreement are expressly made conditions. SECTION 28 AJ<ENDMENT AGREEMENT CONTAINS ALL UNDERSTANQINGS This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiat.ions, representations, and agreements, either vritten 'Cl·r oral. 'l'his docu~nt may be amended only by wri.tten instrument.r signed by bach CITV and CONSULTANT. SECTION 2"9 -GOVERNING LAW This Agreement shall be governed by the laW's of the State of California. IN 'WITNESS WEREOF. CITY" and CONSULTANT have executed this Agreement the day and year first above written. ATTEST: CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM, _PRAC'll'J:CON. 0' il ~=. ... ~ .. ay,-1:1Mk1t::L __ J..ssistant City }o~ttorney " Tt-c." ~. _ ,~-ry.r.J DEI f 20 i Taxpayer Identification ~o.: 94-2219268 • f " . , I • ! F -. \ " • . -... -"~ . \ , \ . ~-' -' ·.1 I i I I - ·- APPROVED, AssIstant City Kanaqer---- Director of Finance Director of Public Works Risk Manager AP PROVED AS TO CONTENT: Engineering Department Attachraents: EXHIBIT -A-; SCO'FE OF PROJECT Ii SCHEDULE EXHIBIT -8-: ·RATE SCHEDULE EXHIBIT ·C·: INSURANCE kk6j12j9 [)bdc 21 • \ o f ~:>, } .. *. -, , 1 - \ LUCIE STERN CDn'ER WING A. SEISK..I': RENOVATION WING A COHMUNITY nlEATRE/CHIIDREN'S THEATRE HEATING AND YEN7ILATrON UPGRADE PROJE"l 185-08 A PROJE"l 18 9 11 SCOPE OF PROJECT , SCHEDULE The Consultant work unde= ~~is agreement shall include the preparation o~ a complete set of plans a~d s?e~!fications for the structural modi£ication o~ Wing A of the City of ?~:o ~~~ L~cie Stern Center and to complete the upgrading of the existing heating syste~ in the community and Children's Theatre~ In addition the consultant shall provide the necessa~.mechanical, electrical and architectural desiq·n services ... plus any other disciplines required .. to supplement the main renovations. Upon completion of constru<::tion plans and specifications, the consultant sball provide constructicn-phasa-follcw-up services as the approved design is implemented in the field~ Work under this agreement ~onsist of the following main items, plus any other work necessary .. to develop a complete set of construction plans and speciLications for use in the renovation of Winq A and ~he theatres' heating and ventilation system~ plus implementation "tollow--up-. 1.. Lucie stern Center Wing A seisnllic Renovation lDesigl1..l. o The consultant 5ball visit the proposed project slte to inspect the premises to become familiar and sati:>.fy thems~lves with the existing building conditions. o The consultant shall review original construction drawings and site reports. These drawings and reports are available for review in the Public Works-Engineering Office .. sixth floor of the civic Center. o The consultant shall evaluate existing field conditions .. to the consultant's satisfaction plus any ather areas deemed necessary for desiqn investigation purposes .. o The consultant shall provide architectural anc engineering services necessary to ccm~let.~ the elements of tbe structural design and these services snall be incorporated together into one complete design package. a The consultant sball .. from existing design dr4wings and field investigation .. prepare and submit final plans and . -..... --- " • I , .... -" -.. - -- 2. o o specIfications consistent ..... ith all local codes and regulations. \ • current state and Tne consultant shall p,epare and submit to the Project Manager. construction cost estimates for the final design, based on current construction costs. Lucie Stern center Wing A/Community Theatre/Children1's Theatr_e Heating and Ventilation Upgrade CQesignl o The consultant shall visit the proposed site to inspect tile pre!nises and become familiar with the existing building and system conditions. o The consultant shall reviev and upOa~e if ~ecessa~3. ~=e previously approved mechanical system uwrade cesicn plans for code compliar~ce .. These plans are available for review from the Public Works-Enqineering office. o The consultant shall provide the necessary engineering and architectural services to prepare a complete heating and ventilation design for Winq A¥ community and Children's Theaters. o The cor.sultent shall, from existing drawings and fi~ld conditions, prepare and submit final plans ar.d specifications consistent 'With a.l.l current stat.e and local codes and regulat.ions, including Title 24. compllance . o The consultant shall prepare and submit to Manaqer, construction cost estimates implamentation o~ final design, based construction costs. the Project for the on current 3. weie Stern Center Wing A Se:lsmic: Renovation (Constro.l.cti.onJ Wing AlCorununity Theatre/Children's Theatre HeatJng and Ventilation Upgrade (Construction) o The consultant shall assist the Project Manager at. the pre-bid and pre-construction me€tinqs and be available during the bidding phase to answer technical questions concerning both the seismic renovation and the beating and ventilation upgrade work. 'CI The consultant sball .. during the co,nstructicn phase of the project .. make periodic visits to the Froject site fer verification of contra~t compliance a~c cb5er~ation of all the 'Work. o The consultant shall participate in a 'Weekly project meeting at the project site to discuss present 'Work and outstanding issues. The consultant snaIl prepare and submit meeting minutes to all parties. . . , . , • r- \' \. \ ... ' \ , . , -. o "-, '. '-.- o The consultant .ball Submittals. and change Manager as to any specifications. rev iev shop orders and variations dr08.wings. advise the to the project Project project:. • , I f ! . . o " SUi1<!illg SUr;."y e 3S1 c., • S~9» SlIbl1littal 0 6S1 0., • $lg" s"blllit t"l 0 9St 0., i s 9» StllllllittaJ 0 IDOl DeSIgn Sllb~ittaJ 0 City ~l~n Ch"c~ R"viev 0 ~$·~le 8id PaCkage 0 8td <llld Ii1 "gotlatton Ph"se 0 C""t r act Jl ...... <1 " ~t.lQ C""st<'Uett"" Begin .. (S/~?<90 _ a/:'$/3~ (9/.8/g0; 01/]/90) fl</n/90 U/1991 ) 0/15/91 , 3/1 ./91 ) (3/1 5/51 , 3/3 1 / 91 ) (Vl/91 , VI/91} (5/2/$1 , 5/1/91J (S/2 0/91 ) ."~,. "-- .. I < t I ,f • J r l r • . , • o o o l' ; .. o $ ~·~.o $ S,S.l $ ~'~<l ~ $ ;Z9'~5~ • o , , ! I I I ". , . - o HOURLY RATE SCHEOOl.E PRACTICQN !SSQCIATES Principal Engineer III. Ell9ineer-II Engineer t Design/Oraftsperson Draftsperson Secretarial RUTH AND GOINGS secretaryfWord Processo~ Executive Secretary Senior Engineerlnq Technician Associate Elt9ineer Senior Enqineer Chief Engineer Architectural Designer Project Architect Chief Architect ACKERMAN ENGINEERS Principal Project Ma.nager Enqinaer III Enginee.r II/Sr. Designer Engineer I Technician II (Designer) Technician I (Drafter) Clerica1 o $ 90.00 $ BO.Q(I $ 69. ~O $ .3.QO $ 53.0'0 $ 46.00 $ 37.00 $ 43.CfO $ 47.90 $ 72.10 $ 79.80 $ 99.40 $111.80 $ 55.10 $ 77.30 $ 83.DO $ 94.00 $ 89,0'0 $ 78.00 $ 12.50 $ 1!51. 50 $ 53.50 $ 42 .. 00 $ 30.S0 Exhibit B [ I I I t ! , r I I I I r' -~'>:;:':-;.:~' "~ . -~--' -::' ,.--, .. -:"'. ,> ,. :<'" ..... ' -. ! __ ·~~-:.;E1"~~:_: -,-co- I ~. " , I . ~: -~.:r_,,: -':,---,' ,'. "- " , • 1I .. ..,U~'1~ , . 6/7/90 Tl"US ce"'TII"ICAT£ PS 'ISS1..IEtl D ... ne;:! OF INF'::l~Ml'\noi'll ONLY ANO CDNFEqs NO ~IWoITS UPO"I -:fiE" CEl=r "~TE HO~E". T"MIS CERnFICATE CI~S fII01 AAft;-~O f.)(TEND 0"1 "lT1::"II TME; COV'!;; ...... c;e ~F""aRO£O 5'1 THE.POuClES i!EL?W " Gordon s. Covell InsuranCe P. 0 .. !.ox 1201 ~enlo park, Ca. 94026 ........ ?rc;cticcn ~ssociat~s 501 ~. ~~~rleston ~d~ :?~l': ,3..!:.:>.-'-...-=-. 1?4303 COVERAGES COMPANlES AFFORCING COVERAGE ~' A Fireman! Fund Insurance Co. t ~"~E TkiS r!5 TOCE;::tTIF'I Tk/lT ""E ?ouc;t;"s Cf'"lNSU+:v.~CE l:S-,;;:; a..E:.OW "t,I.' .. ~ 3.£::: .... S.Sw-':::: ')"0 --;-.. e ...s ... =£: '.';'~.'E': .~,_,,_= =:.= ---=-, -,~ ';" =-;="~: rtoD1CJO,TE>, 'fIIOTWI1'l-;Si~NOI'NG AN'T FlEaUr1'lEWE~. TE;::;},j 0"' CCNO,-riCIo.l 'Y; "'-'V CQO.o"7"iACT ::'0; C7..,e= J:'C ..;~"E'I-:t -~ =:;:;;-==.-7 • = ."0--,:.-~-. cr"lT!FICATf. ..... T BE ISSUED OR It.Wt PE;::rrAIIli 1'riE INSURANCE: "~OI='.OE::l 13.1' TJ-t£ ?OLIC:;::S OES'::;:;ls.E:; ,.=:=t£ ~ s ';L..=-"E:~ -;: .:.~ -:---:: ::::;~!:: E~C1.u~O~S ~~C cOftWmOfllS OF SOCr; POl.lCI£S t.twITS SHOI,\/l'O tu,y ..... \If: aE£!IO F'lE!.!uce~ BY .. ;.,0 C:...AIf.:S ~~""Tf ~ ~"'~Ii<+C:Al. r;z£>~ ~""'UT'r -::..",....s .... ~:::~ 'XC'-I" : :zx 90427451 ~,~ JllUOWNEO,to/JTC5 ~""'" ,~onos ~~mro& """'" """"' ~·5CCl~TlIllI I'.ZA BOOB27H P<IUC'f ~ KlllC'I' ED'I./lt.T1(). ~TI ~'I') fI.A~ lMMltlQfY"J 4!!/9~ 4/1/91 ~~ ....... ~~ '2,000 ""'~DJC:"~'c.PS .Ci:::;~""""""E.I 2,0 a 0 F-4.s;:-.. t.1 A01oIE;o,!S "'Ci 'N.;<,;7·n' I :2, a I) a ~~-~;::,":r,"'IC::: 1:2,(01) .. ~ :; .... "C;i' """ ""~",,., .I. 51] .. ",:,>t;.J,J. ~~~.....,., "'c. :C .. """"",n, 5 C:l',·~~ ,s,""l£ u ... ,r BI."JDW.'W ~~, ", ... ~ 800 .... ." ./YiJlj~'f p>.,. -=<Ilon~ ~OPrnTY D~ 2,000 ~~ IICCIJE~T) (015U.3E-POLlCy,-"MIl') {C"5E~Sf.:-r,.>oCJ' """P~,D'ff ~-in,?, A SeiSl:>dc Renovatio.c!t."VAC C!;>grade Projs. 18508/18911. 2Lty of Falo Alto ? r:. =~,:: 1~25:' .!~ ~l~G, Ce.9430J CANCELLATIOH- S~OUlD ,oNY OF Tr<E AElO,,'E D€SCFiIBt:J P'.JUCIES &. C:"'-..cE:...LEO 1lEi"~'"'E n.E EAPJAAnClN C..-.TE 'tHEREOF, THE' ISSUING CClt.I?A/lli1' Will ENO€AVCo'l TO "~ll. ~ CAYS "'"RITTE" NonCE TO THE CS=I:iI.F~ATE ",ClOE.;:I. ~""~~EO T'O T~E L£FT, BUT FAll.I.JI'lE TO IotAll :suel-; NOT'CE Sl-'.All ~F'Os.::: NO CoLIC"" nOfll C;:; 1.1 ... e1UTY ClF ArIIV I(JNO OJPCN 11-;( CO!l,oii-'''~V, ITS AGE\nSi~-9~ '::;S? .. c;c"'ilnl.(s, l,cORD ,,.. r.1I~ __ ._, 'iiIICiI.,IIMI'1I1 •• r:-, 1liii, .1 iIItiaoii,,~,,-.. '--7' ,,' -"", '~'--'"" .' ,.~" .. .:0';"- { - • \ ____ • ___ ~ __ ·_ .... · .... IW •• ACOr. ... CERTIACATt;9F INSURANCE o 6/1/90 ~obert Burmeister lOOO Sand aill Rd_ Bldq. 11 Suite 200 Meolo Park,. Ca .. 94025 CODE SII8-aIDoE Practicon Associates SOl E. Charleston Rd. :=21:: ~+!t~. C::=.. 94..303 COVERAGES n-!IS c.EJn~oT'E .is tSsue-o AS ,., » .... nE.~ OF IIlOFORMA TIONo OflOl." ANO CONFE"'S 'N.O ~IGHT'S 'JP01'iI Tl1.E CE~1 ~~TE ~O\.OE"', THIS. CEI'mFICA1'"E DOES, ~.OT A!.Il::;oD ~1'"Er>oD 0" IlL""E,," JriE COVE~"'GE MFO"'OEO 9V THE POLiCIES SE'cCw COM~ANIES AFFOROtNG COVERAGE Republic Inderr~ity TnlS IS TO CE;:I.TIF'I' Tl-t;O,T THE F'Ol'C1ES 0;= tNSUI'tA:'CE LISiE.!l -3£:..0'l1li' O;';:;".'E S£E:"1 'SSUE=> -0 -.-,.,,( "'<S ... ;;.'"-.: "_';:0':" -~,,= <,;: --': -~~_.:, ""=-= CL" INOjCA-rEJ N01"WITHS7A~(;ING ANY Rs:JUIREMENT. ~.,U ~ CONOIT'OIII ClF ArJ" C,o,..;::;AC-:-'::-C.,. .... E::: ~::-.:..r.:E"r ~;7,. =-E::;"'!:.':--~ + C';;.;;jrlf~CA.:c. ~}\y BE iSSUED 01'1 MAY PE~AJN. THE INSURANCE AFFOR~ BY ~E t>OI.'C~E5 'OEs,.::o;:eo ~Eqt::·~ 'S S ... !E..,;E::T -:--0 .:.:._ -,..." :.::::.~s E"ClLlSI~ Imo C-ONCITIONS Of" sue," ~I.ICIES LI'MITS S~OoNN ~A'f H<I,\I'E 9E£ ... RE:lUCEO S'f P""O C:...Ai~S Ginl![PI~ U",.,Lrl'l c:::--_~~, .... 1;;£'01£"'~ wAe:-.rtV AU'tOfIIoC.U-u.o.B1UT1 ~, """ , IlU 0WNUl NJ1'05 I ~O<.JI.U' AUTOS "HmEO """'-0$ --IC)N.QWltI'O MilOS; ~.<GE: u..oelUIT Dl1t.ClI ,ty of Falo Jl.lto ::'"" ~'~2n2.Cer ('\_ EC3.-10250 PC 991104 POUC"f EFnC'flV1: I'«ICY ElJI'FlAncllo D ... 11E [JoUoIr!:IO.'\'Y) CA'T'E'~"':)o'''Y1 1/1/90 1/1/91 Re: All California Operations C ... NCELU TION GE"oIC:"~ ""'~ .... OTE PCCC'UCTS-C.:l~P'CPS .c;,:.;:>C':u:.:-e 5' P'.;;,.s....-... .... l s. ...::l'.'EF,TIS:"1G ·N.:""'~ s £-> ':"C:5PE-.I(;E '"E:~'r:: ~ ::XPO;:",SE ,iO.ry '"", "",':..J C~W!~I.u6 So'NG:..E \.1'" ~ l' 5OD1l.;--, "'-JUPlY (1'.-~.r&CI") 'i,:m~;-- 1tt,;,,'IlY (J'''' ...,.""d~"'~ 1,000 1,~Oa 1,000 [£.JtoC>< JllCC.cE .. n (tl.5C,ASli ---POlIt" ;:,,1111 (tlIS£.-O.SE-!..oc>' :E~Pl;lJ \'£E. J.."J leIte,. ('2_ 94.303 "","C'JL.:l A·.~ CF:r<E' P:='Oli'E DESCR,:>E'J ?OLlCIE'S BE CANCE:J.ED:o€ ORE THE f~?~,I,T'C'1II C"'7"E T'Ht::;E,:)F" ,elE I!SSUI:»G COMF'AN'I ",ll.. EN.:Je-~\/OR T0 1oI;,1L ~g_c ... vs lIo'qIHE'li 'NanCE T<J THE: CF1T:F1CilT£ HOtDE"-~:':EJ TO Tf-tE LE·'-. BUT F"~U,"E TO "IAll SUCr-I IIoC'T,CF $HAcl It.I!POSE NO OI?1X;"T,C~ 0," llA61UTV OF All!."" j(~NO u~,.. r~E C{l'-IPA~~', 11S; "C;EiflS C", Re-""e-SE ... T .... I'.'E.5 I "'~"~i"'?~"/'-_A' /.2 -~-- p, /' V..L~~ ______________ _ __ _ _ c. ... CORD CORPOftATION 1!1e~ l-.. C ..... O .... AD-zs. 5 (Jle Ell ----------------------- , - , t t , , ! • ~ ;' · -! • 1 " ~ i ~ , I [ i • ~, ~'". , ci J ~", ~~ .~. i , .~ ~ • , • • I 4 - ., ~" -' ',.- <=:;:-}~::-' 1. POl~VNUMB(R: MZX 021451 COt'''M£R'CiAL GENE.RAlLIABll1TV THIS ENDORSEMENT CHANGES THE POlICV. PHASE READ IT CAREFUUV. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) COMME.RCIAL GiN£RAL lLABIUTY CovtRAGE P':'.RT. SCHEDUle Ndmeo.fPen.of1 orCKl!;anintion; :':-:'e C':'t::· 0:: P~lo }!..~to, its O-:ficers, .!..gents and Er:H?loyees are ~na.T.ed. as aCc.l~!':-':la:" :':15-_=-='= .. =;,;:: ~~l··~ =:= to t"!:e City of Palo Alto, etc, s!1all be 'Cri~.:.!."y CO\~€-:-2:,:::e .. -.:::'::'-_<~'':-: ::--:-:.:::::. :=~::::.:-_-=~ City's existin.g insurance and any other insura: .. c:= ca=r:.-e·::: ::'.-:'.-.e being e::tcess in:.;oran,ce only .. (U nQ el"1try appears iioo .... e. inrormarion reqoired 1'0 comple'e th,s endor:;cme;l! Wit! be s.how'l in Ilie DeclJf.J rjor;~ as appf~cJbTe ~o this enaor:;.ement.) W:-:'O IS ,IlJ\lINSURED (SE:ction !i) rS (Jmended to include :Y-J.' jnS;"l"t:,O the pe:;.:;n or urganjlJtlon sf".o, .• n Ir. rh(.' S.:h.:'1u~. ~L,rt or.~y "'I~!, "'cspec~ KlII.Jt:Ii;~y .jr:s..~£ C",;::lf •. '~:I.-r-'.·.er ... ·· !C,.-II~,""~ :I~s.J~·.-:'·~ b:1 or lur IOiJ CG 2'0 10 11 65 Copl'rigflt. lnsur;;)f)ce ~crvIC>::-S Oij,ec. Inc. 1984 o . > .-~ • 1 I t i j I ",."-r _._ rl : .... . -.. :~ ;,:-. -:. ,. I .', DEALEY~RENTON. ASSOC. '00 0,11 Str •• t C.ilr."4~C. !4aa4 "15-4155-3090 -' - , ,I ff1iS CE."T\F,c;.r€ '5 IS::;u.E:l ~S ........ 4T7£:;::::F 1\\jF'::PMATIQr-. u~.lI.~ .NOC:::r-FE>lS i'C 1<fQ<,S U>C'>l THE -:.E~rIF,c .. TE ""OI.':E.:' .,. .... ,S ':=OlrIfIC~ Ie: OCES NOT A"'IE"IO E.i;e:"-D Cj:I _LT£", ,I"!'f CC'.'E.~"GE ."':::::;;ce:::: 3t ~f.'E."OL'CiES 3~cG'''' eot.PANIES AFFO~O COVERAGE "'~~ A "''''" COwP • ..., S ""'" o: ... ~ ... ~~~--~--------'~A~l~'C-------~~~~~ __ ~~~~ALL-~~~~'-~~L-____ _ ~-fill w lte at ICI a' c"do __ -I IIr :u::: ~II" '&sso;:i .tllS a~! !ast C~ .. rlt'1cn Ra.1 ;J. I 'ill l: ~:. C':.'i..!3~J ""'" cc~·"'" :...;:~ -""'~'"' ,!:"=.= C 0 - C6~~"~.'---~-------C,~.·C7-C--------------------------- ~io~ ~~~~~~ I~f ~ I+~;~~S .~~··:t~~~~h~\ru~L.~': c~~~,~~~.~~~ ;~d~~~f ~:~ 5 -~~:~ ;~~'?:':_~'~.~ -;::,,:;: ~; ~~ ~--;: . '",,'i-CrI TI-iS crRTlFlC;I,TE iIIU.~ 3E rsslEO OR MI,V »D1AN.. THE NSl,;< .. NCi .t.F::.=r:.cEi: 3'1 THE.;>(:l;C:<::= :;o.-5C~·2='J "'E.~N '5 =_=-.:E:;~ ~: ' .... ~rE I£=LIS. E)lCUJ9CNS ioN(; COI'01'"lONS Of SUCIoi ;>()LIC£$ LUIS $-'OWN M/.,W ~il'/'E SE=:I,J. "EJIJC::::l ::;" p~:C c:..."'t.I$ ur T~~~-----r-----HlII:I~ ,::;=;~Ti~"r~;~:"11 lUuW~~~OIIS_ l~iOtt., • -, c:::. .. ~::-,.tl. :i':'€"A<. l'.aE'trr .. -----. --c:..: <: ,,-,,::-e: --.x....::...",_1 -----:;,;;-:;t=-:;. .. -::::--,:='::":"::::":' x:,:" ..r1l_U u .... rn ------- ~~QAl'E :' poc()..(:~""'CPS ~re::. ~s....~ " .... "'-vSiIS''''' :.,,;1.."'1 • ~:;;';;=::F::E-:;a: _ , 0= =>!: -:-• ...,-.. ~". :-:_=-C .. C.---,.------j -----------------;-~~~~~:~ ~ ~=.~'-'-.7_---_! I. ... ~;.:r ~~ V:=LI~UTl ----.---t-------------------;_............................ + R 01>0 WN lI06lEU. F~II P~OFESSICNAl II AS EXCESS PROF.LIAS. " AEP4S{JQ43 1l5C9tJi87 unl/II 1Z/111n 12114/90 121111190 m--- It,~~~ <::.00-C",",_!J'El ---------------------------- 'Sao P~r ClaTrt.. 'Sao AgS_ 'Sao E~~~55 25 te-duttibrl! --,- s"oo..:c:: "_" ~~ --:. ~: _ ;;.:'" ::~::: ::-C ~_ ~ ;:':; ::;-;;: ::..~..::::_ :;::: ::E=C~E T,-[ t·:::~-=-·. :::~--=---:~-":~, >-E 'S':;,_:f'.::; CO'.$"-",, ',NIL'-E-..c£~'>ir)~ TC ••• ~ ~ 3 ~: O~:;; _ ... ;;;~. i E\, '..:-rcr TO 'ri-£ 0:: ... : :i,e. r E "1Ot.Qf_~ "II..::wE:J ra feE L:=T~F~;LV::= TO "' .... '1. '50CJo; NCr,c£ $f'-,o.ll.. ""I>C"51: NC CE.C ... ~lCr. COl L,.l:;~ ... 'TW CF ... ~. o(~ '..:PGN T-O,£ C~'$ ~~ •.• rs. "GENT:; C' "E;:.t;::: !iC~r ... :~o;.::; ... :11D01= ~UQOI.U.r.if---------------------II' C[)'.LH, ~E."'T(:5 &iAS:;'IAJ-Q 14a37aOOO #= reAC~~U""O"'" • I ,