HomeMy WebLinkAbout0212.093,
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March 18, 1993
THE HONORABLE CIT~ COl~CIL
Palo Alto, California
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ARR.r.oval of COl'l.s.!Jl_tant Agreement for Ci .... ic ____ ~~n.ter Re1r.odel and
Relocation Project. err 19119
Members of the council:
Report in Brjef
This report r6com1Jjends that Council approve an agreement .. i th
~!ock/Wallace Architects in the amount of $32,000 to provide design
services and construction supervision for the Civic Center
Retr,odeling and Relocatio<l Project. Funds have been appropria.ted in
CIP 1';1~9~
Background
In July 1990, Co~ncil awarded an agreement to Meek/Wallace
Architects, who were selected in accordance with the City's
selection procedure for professional consultants. The selection
advisory panel chose Moc'K/Wallace Architects based on the '..;ritten
and oral presentation and the firm's expertise related to the.
project. During the preliminary design phase, the project was
delaye.d pending the Council#s decision on the civic Center Buildout
proj~ct for Utilities. Due to the lengthy delay of this project,
the agreement with Mock/Wallace was cancelled. Nolo{ that the
Buildout project h~s been approved by Council, this project needs
to be reinstated and a neW' agreemer.t approved.
The project 'Was included in the list of F"l 15090-91 consultant .... ork
submitted to the Finance and Public WorKs co~~ittee in July 1990.
The project was not selected to be returned to the Committee for
review.
This project includes the reconfiguration Qf floors 2, 3 and 4 to
accommodate the reorganization of ueilitips budget and accounting
functions into the Finance Department as ~ell as return of the Real
Estate and Treasury Divisions on the same floor as the rest ot the
Finance Department; and to provide the space required for the
additional staff hired to complete work on the Utilities
Infrastructure program.
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CMR:212:93
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The consultant 'Will be required to revisa the preliminary design
for City review a~d approval, pr~vide final design and construction
documents, cost est.imate, project sched'.lle, and construction
administration.
Staff, with the conc~rrence of the City Attorney, has determined
that the Consultant is exempt fron cornplx'ing "'ith the financial
interest disc)v$ure provisions of the city's Conflict of Interest
Code, because the Consultant's r~nge of duties and the services to
be provided: under the agreement for consultant service:';. ~re limited
in scope or primarily ministerial in nature.
Environmental lmpact
The project is exempt from the California Enviro!11T',ent:"l Quality J.~ct
(CEQA) under section 15301, Existing Faci!ities. Class 1 of the
CEQA Guidelines.
Staff recommends that council:
1~ Approve and authori~e t~e Mayor to execute the attached
consultant agreement ~ith Mock/Wallace Architects in the
amount of $32,000 for design and construction phase
consultation services for the Civic Center R~modeling and
Rel~cation project.
2. Authorize the City Ma~nger or her designee to negotiate
and execute amendments for services related to or
incidental to the scope of ~Grk or services, the total
value of which amendments shall not exce€d $5,000.
Respectfully submitted/
c. T. COllAN
Facilities Enqineer
6~~
City Manager
GEORGE BAGDON
Acting Dir£ctor of public Works
Attachments. consultant Agreement
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CMR:212:93
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A G R E E M EST
PRO?ESS1QNAL CONS~7ANT S£RVICES BY AND
BET'.a:EN THE CITY OP PALO ALTO Al.-r::
MOC~/WALLACE ARC~ITECTS
~~IS AGREEME~r is made and en~ered into this day of
~ 1993. by and between the CITY OF PA.LO ALTO, a
D'1.u=n-:;i-:c:-:i;:p:-a::-;-l-:c:-o=rpcr~tic!:l. of Cal ifornia. l':ereinafter referred to as
~CITY;' and MOCK/~ALLACE ARCHrT~CTS (Taxpayer Identification No.
94-2563511). a ~Tp.Je~S+-\ I.E __ • wit;' offices at 1109
Bryant Street, San Francisco, CA 94103. h€:=einafr:.er referred to as
"CONSULTAto"T II ;
WHEREAS, CITY desires c~rtain profesEional s~rvices
hereinafter described; and
WHEREAS, CITY desires to engage CONSULTAN? to provide
these Ber~ices by reason of its qualifications and experience for
performing such services, and CONSULTAA"T has offered to provide thE
required services on the terms and in the malli~er set forth hereir-;
NOW, THEREFORE, in consid~ration of their mutual
covenants, the parties hereto agree as follows:
SECTION 1 -DEFINITIONS
The term ~C~ty" as used in this AgrEEment shall mean and
include all the territory lying 'Within the municipal boundaries of
the City of .Pale, Altai california. as r:rEsently eXisting, plus all
territory Which may be added thereto during th~ term of this
Agreement by ar~exation or otberwisa.
1.2 CITY MANA~R
The term ·City lI'12luagerll. shall mean the duly appOinted
City Manager of the City oE Palo Alto, California, or his
designated representativ2.
1 _ 3 CITY A'ITORNl!Y
The term ·City Attorney~ shall mean the duly appointed
City Attorney of the City of Pal':l Alta, California, or r.is
designated l:epresentative.
1. 4 CITY CLERK
The term ~C1ty Clerk" shall mean the duly appGinted City
Clerk of the City of palo Alto, California, or her designated
representative.
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1.5 RISK MANhGER
The te:nn "Risk !o"'.anager" shall mean the ,july appointed
Risk M"1r..ager of the Ci ty of Palo .tol to, Cal ifc~nia, or his designa t
ad representative.
The term ~?rojectW means the scope of ser~ice described
in Bxbibit "1.." entitled ~Scope of Prcject~ attached hereto and made
a part hereof.
SECTION 2 . PROJECT CQOR,DINA'rIQN
2.1 an:
The City Manager shall be repres~ntative of CITY for all
purposes under this Agreement. Karen Smith is designated as the
PROJECT MANAGER for the City Manager, and she shall supervise the
progress and execution of this Agreement.
~ . 2 Cc>NSm .TANT
CONSt.i'LTANT shall assign a single PROJECT DIRECTOR to have
overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Ron Wallace is hereby designated as the
PROJECT DIRECTOR fo!:" CONSULTANT. Should circumstances or condi·
tions subsequel1t to the execution of this Agreement require a
substitute PROJECT DIRECTOR for any reason the PROSECT DIRECTOR
designee shall be subj ect to the prior written approval of the
PROJECT MlINlIGER.
The scope of the Prcject to be executed by CDNS:rLTM'"'T
uuder the phasee of the Basic Servi~eG described in Section 4.1 of
this Agreeffient is as described iL Exhibit "A" attached hereto and
~ade a part hereof.
SECTION 4 -DUTIES OF CONSULTANT
4.1 BASIC SERVICES
Unless otherwise indicatea r CONSULTA!.(T shall pez-form each
task and accomplish each objective descrihed ir'. t.he Study Plans
swmnarized and more particularly described in Exhibit "A," "Scope
of Proj ect. • CONSu""LTANT's Basic Services shall be furnished as
described in Ex.....r:dbit 'lAW.
4.2 ADDITIONA!, F'ERVTCES
CONSULTANT shall perform Dr obtain any and all of the
following additional services, not included under Basic Services,
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if so authorized in writing by CrTY~ ar:d shall be paid as provided
in Sectioc 6 of this Agreement:
4..2.1 Providi~g services as an ex-psrt .....-i.trress in
connection with any pt:.blic hearing, arbitraticr::. prcceeding, or
proceeding of a court of record.
. -4.2.2 Incurring tra'l-el and subsiste:1ce exoenses for
CONSULTANT ar.d [>.i5 staff beyond those no~..all}' required u~'1der Basic
Services.
4.2.3
agreed upon by
Agreement.
Perfo!'ming any vther servi<:es that may be
the part.ies subsequent to the F.xectit.ion of this
4.2.4 Such services as defined in Exhibit ·A~
4.3 GENERAL DUTIES OF l:ONSULTM"r
4.3.1 CONSULT~~ represents that it is qualified to
furnish the services described under this Agreement. CONSULT&VT
further declares that one or mace members or employees of his finn
and that of its subconsultants. if any, are licensed by the State
of California to perform their services and that these services
will be performed by them or under their supervision. CONSULTANT
shall furnish to CITY for approval. prior to execution of Ulis
Agreement. a list of all fir.ms or corporations to be employed as
subconsultants.
4.3.2 CONSULTANT states that it is aware of the
requirements of the Americans with Disabilities Act of 1990.
Govern."TIent. Code and the Health and Safety Code cf the State of
California relating to access to public buildings and accommoda·
tiona for persons with disabilities r and relating to facilities for
persons 'It>ith disabilities. CONSI .... LTM""T shall co.'T'p::;.y .... ith such
provisions in carrying out the terms of th~s Agreement.
4.3.3 CONSULTANT shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSOL7ANT are being performed in accordance with the requirements
and ioLentions of this Agreement .
.Q.J;:.crIQN 5 • DUTIES OF CITY
5.1 CITY shall provide full info~tion r~g~rding its
requirements for the Project.
5.2 C:ITY shall exarrdne doc'..unents submi tted by CONSULTM"T and
shall render decisions pertaining tr,ereto promptly. to avoid
unreasonable delay in the progress Cif CONSULTANT'-s work.
5.3 CITY shall furnish all such information as one in CITY's
files or are at its disposal, as listed in Exhibit "A·.
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5.~ CITY shall f'..lrnish all serv'ices listed in E.x..."1ibit itA",
providing sufficient r:0ti ('2 is given by CONSULTA..'lT.
5.5 The services, informa.': ion, s'..lrveys and rE:pcrts required
by paragraphs 5.1 and 5.3 through 5.4 inclusive shall be furnished
at C1TY's expense, and CONSu~T~~L s~all be entitled to rely upon
the accuracy thereof.
5.6 If CITY observes or otherwise becomes aware of any fault
or def~ct in the Project or nonconformance with the c,:mtract
docu."!l~nts. CITY shall give prompt · ... ritten notice thereof to
CONSULTANT.
5.7 CITY shall furnish information required by CONSULTP~~~ as
expeditiously as possible.
SECTION 6 -PA ~.E!'o~
pa}~ent shall be made by CITY only for services rendered
a4d upon submission in triplicate of monthly progress pa}~ent re
quests. Each invoice shall be itemized as to the type of payrnent
described in this section.
6.1 CONSULT~~'S FEFS
In consideration for the full performance of the Basic
Services and reimbursable expenses described in Section 4.1 of this
Agreement, CITY agrees to pay CQNStJ'1" .... TANT a fee not to exceed
Thirty-ho Thousand Dollars ($32,,000) for th€: Project.
Th~ amount of CONS~~T&~~s compensation shall be
calculated as set forth in E.x..~ibit II'S·, Standard Fee Schedule,
attached hereto r up to the maximu."!\ arr.Qunt sec forth in this
pa:ragraph 6.1.
6.1.1 Subconsultants. Fees for subcorlsulta.r:.ts, hired
directly by CONSu:...TA."IT. shall be approved by CITY in advar.ce of
incurring such fees.
6 .1. ~ ~_t.n Wqrk 9r Change...§. paj-'I11ent fer extra
work or changes in the work not initiated by the CONSULTANr and
authorized in writing b}' the PROJECT ENGINEER shall be made upon
submission by CONSULT~~ of a statement in triplicate af itemized
costs covering such work. Prior to co:rr.mencing such extra ... ·::Jrk or
changes, CONSULTANT and CITY shall agree upon an estimated not-to
exceed cost for such extra work. In no event sl"'.all CONSlrr,T.A.. .... ~ be
paid for deaign work or change ord~r preparation which is necessary
because of CONSULT~7's errors or oversights.
6.1.:) Ca] culation QC~-i:.!""ect Personnel Expense.
Direct personnel expense of e.rnployees engaged on the Project by
CONSULT.lUIT includes the ..... urk of architects. engineers. designers.
job captains, draftspersons, specification ... -riters an:j typists, in
consultation, research and deSign, in producing d:ra""ings, specifi
cations and other docu:nerlts pertaining to the Project. and in
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services durin3 cons't:t:uction at t.he site. lncl~ded in the cost of
direct pensonr:.el expense of these employees are salari~s and
rna.ndatol-Y and custotrary benefits such as statutory ernployoe-e
benefits, insurance, sick leava. holidays a.nd vacaticns, pensions
and similar benefits.
6.2.~ ~~c Services. payments for Basic
Services shall be :nade in progress p":r1!lsnt.s in proportion to
services perform~d ic accordance with Exhibit ~B".
}o'inal payment shall be made by CITY after CONSr.rwTM"'T has
submitted all required products and] reports and received approval
thereon.
6.2.2 For AdditiQn.~l Sep,rices. Paym8nts fo::
additional sE!!.vices of CONStJ""LTANT as defined in Section 4 shall be
made as part of the monthly progr-ess payments for services
rendered.
6.2.3 Deductions.
CONSULTANT1s compensation on
damages~ or other sums withheld
No dedl.i.ctions shall be made from
acc~unt of penalty. liquidated
from payments to contractors.
6.2.4 Pay:nent Upon Suspenti.Qn or AbapdoIl.'t1ell..h..~
Project. If the Project is suspended for more thar. one (1) mo~th
or abandoned in whole or in part, CONSUT .... TAA'T shall be paid its
compensation for services performed prior to receipt of writte~
notice from CITY of Buch suspension O~ abandonment: together with
additional cu~d reimbursable expenses then due. If the Project is
resumed after being suspeoded for more than ninety {SO} days, a~y
change in CONSULTANT's compensation shall be subjec~ to renegotia·
tion and~ if necessary. approval by the Palo Alto City Counc:i 1. If
this Agreement is suspended or terminated for fault of CONSD"LTA.."IT.
CITY shall be obligated to compensate CCNSLTLTANT only fer that
portion of CONSULTANT'S services which are of benefit to C1TY.
SECTION 7 -PROGRESS .AND COt-iPLETION
7.1 TIME IS OF THE ESSENCE
of the eS5ence
of Notice to
t.asl<s of study
"A". Work on
It is understood and agreed that time is
of this Agreement, a.."'1d that~ following rec,=,ipt
Proceed, CONSULTANT shall co~ence ~ork on initial
in accordance with the time schedule, Ex..~ibi t
subsequent tasks shall proceed in accord~nce
schedule.
.... itt-~ said t.ime
7 . 2 TIME Q F COMPL ET i.ill{ 0 F EACH PVJl, S g
CONSULTAh~ ag~ee3 to perform the phased 5ervices within
the time limits set forth in Exhibit "'A· provided, ho'We\n:-r, that
any changE in the scope of services or other cha:;.ges due to CIT):"' 5
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operating requirer;:~~tsj or in connectiorl with other contractcrs en,
consultants operations, rr.ay require a. revised t irn.e table_
CITY agrees Co exercise due diligem:'e in performing its
tasks to irnplemen~ the CONSULTANT's tiTI',e table_
Bet'ofI'e~n each phase of v,:..rk there is a revie.w and at:.proval
period by CITY_ The CITY will exercise du~ diligence to complete
these taskSi however I it is recogniz.ed that tb-e inte.rrelated.
exchange of information a'1'.ong CITY's varioiJs d€.partments rr.akes it
impossible to se.t a specific time scnedule.. NOrtt\allYI the CITY's
estimated period of review and approval 'Will be furnished to
CONSULTANT at the time of submission of each ~hase of work.
7 44 ~.X'I'ONSION OF TIME OF COMPLETION
.In the event the services called for under this Agreement
are not completed by CONSULTANT within the time specified. C!TY
shall have t.he option to extend the time c'f completion. This para
graph dOE'S Lot preclude the CITY's recovery of da.."M..ges for delay by
Consultant.
SBCTION 8 -CHANGES IN WORK
CITY may order major changes in scope or character of
work. either decreasing or increasing the amount of CONSULTANT's
services. In the event that such changes are ordered~ CONSULTANT
shall be entitled to full compensation fOl' all work performed prior
to receipt of notice of change. Increased compensation for major
changes shall be det.ermined in accordance with Section 6 of the
Agreement, but in no event shall CITY be liable for payment unless
the amount of such extra compensation shall first have beer~ agreed
to in writing by CITY.
In the event th~t rr~jor c~a~ges are ordered pursuan~ to
this ~ection: the schedule for progress 5ud completion in Section
7 of this Agreemen.t and compensation shall be adjusted b)' negocia
tion between CONStp'I.,..ITANT a.nd CrTY, s~lbject to approval. if necessary
by the Palo Altc City Council.
SECTION 9 -T~P.MINAT!ON OR SU,SP~SIQN OF AGREE;,MENT
9.1 ~CBLLATION BY CONSULTANT
CONSv~TANT rray terminate this Agreement or suspend work
on the flroject upon thirty (30) days' written notice to CITY, bu~
only in the event of substantial failure of performance by CITY or
in the event CITY abandons or indefinitely postpones the Project.
Without limitation to such rights ar remedies as CITY
shall othe~'ise have by law, CITY shall have the right to tenminate
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this Agreement or suspenc work em. the rraj ect for a::l.y reason, 11pOr..
fifteeu (15, days' written notice to CONSULTPJIT, or i:rnnediately
after submission to CITY by CONStTLTAA'T of an]" compl eted item of
service specified in Section .;. of this Agreement. CON"SULTA.1<.:'"'I'
agrees to cease all ':\1ork under this Agr-eerr:ent upm::. :--e.::eipt of sa id
written notice.
S.3 COMPENSATION 0;-CQNSUlLTANi1_ TN THE
EVENT OF TER1-rJ:_~~J'IQ!~ OF Td!S AGREEME!\'~
1~ the event of termination af this A9reeme~t or
suspension of wcrk on the: P.z::oj Ect by eit!'"~er CITY or CONSULTM"T,
CONSULTANT sr-.all receive compensaticn as follows:
9.3.1 For approved items of service under Section 4
of this Agreement I compensation shall be in the amount c·utlined
under Section 6 of this Agreement for the items of service fully
perf orme d by CONSULTANT.
9 •. 3.2 For ite.'Ti$ of service on which a notice to
proceed has been iSEtued by CITY; but "'hi en have not been fully
completed and approved, CONSULT~~ shall be compensated for said
service in an amount which bears the same ratio to the total fee
otheNl.Se payable for the performancE: of said service as the
service actually rendered bears to the tocal service necessary for
the f·.!ll perfo-mance of said item of service.
9.3.3 In no event shall the total compe~sation paid
in the immediately preceding paragraphs exceed the payment
specified in Section 6 for the respective items of ser~ice to be
furnished by CONSULTAN7.
9.3.4 Notwitn.sta.nding anything in tbe preceding para-
graphS, UpC!1 t€:nr.ination for fault of CCNSUI.,':'A'I'IT, CITY shall be
obligated to pay for only that po~tion of the service which can be
i.ncorporated in the Proj ect.
9 .4 DUTIES OF CITY AND CON,s ULTE-NT
Upon termination of this Agreement or suspension af ~ork
on the project by either CITY or CONSULTANT, all duties of CITY and
CONSULTAIfi. as set forth ;i.n Sections 4 ar.d 5 he:r·einabove, shall
tenninate.
SECTION 10 .:.~.NSULTA!IT· S ACCmJN'rlNG mRE~
Records
Project shall be
accounti~g basis
convenient times:
Of the follow-ing expenses pertaining to the
kept by CONSULTAN'T on a generally recognized.
and shall be available to CITY at mutually
10.1 Direct: personnel expensE:s. including consultant expenses.
(See Section 6 of this Agreement.)
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1.0.2 Exp;;nses p'=rtc~niD.g to Ad::itioDal Ser.ri(::es. (See Section
6 of this Agreement.)
1:1.1 S"'J.oj ect to the provisions of Paragraph 11.:2 belo'W", the
origi~al drawi~gs, ~aps, p2ans$ design~, rec~rds of survey, work
dat:a, specifications, and other documents preparoed c:r" CONSL"LTJ.. ... ·.II'"'!' in
the perfo~~nce of this Agreereent, although inst~~ent9 of
professional service, are and shall be the property of CITY whether
the Project for whie!". they are rr.ade i;3 executed or not.
11.:2 Upon termination ur..de::-Section 9 of this Agreement and
\lpOn CITY's payment of the amount requ~red to be paid under same
section, the originals and a_ll drawings, calculations, specifica
tions and similar docu.t'!1ents become tnt? property of CITY, 5.nd
CONSULTA.,\'T st-all t1-anSrcL" them to CITY upon req'..lest w-ithout.
additional compensation. CITY shall have the right to utilize any
completed or uncomplet.ed dra'.rlingE', estimates, specificat-ions, and
other documents prepared hereunder by CCNSULTANT; however, CITY
shall indemnify CONSULT~VT against any loss ~hich may be caused to
CONSULTANT by such use and reuse.
SEcrIQN , 2 -INTER~T CF C0NSyc,TA.\i"7; CQNS;]LTANT INDEPEN
DENT O}' aTY
Ir.. accepting this Agre~rnent, CONS'U'"LTANT c:ovenants that it
presentl}. has n.::.; interest, and shall not acquire any inter'est~
diLect or indirect~ financial or otherwise, which would conf.lict in
~~y manner or degree with the performance of the services here
under. CONSULT~~ further covenants that, in the performance of
this Agreement, no subcontractor or person having such an interest
shall be employed. CONSl~7ANT certifies that no one who has or
will have any financial interest under this A9r~ement is an officer
or employee of CITY.
It is expressly agreed that in the performance of the
professional ser..rices required under this Agreement CONSlTLTANT I and
any of its s~~consultants or employees, shall at all times be con·
sidered independent contractors ar..d not agents or employees of
CITY.
SEC'l'~ON 13 -OUTSIDE CONSUL1'AID'.d
CONSULTANT shall be responsib1 e fer employing-all outside
consultants (subconsultantsl necessary to aid CONSULTk.'fr in th~
performance of the services listed in Section 4 of this Agreement;
provided, however, tt..at all such subconsultants shall receive prie.r
approval of CITY in writing and shall remain acceptable to CITY
during the term of this Agreement.
s£r"TZQN 14 -INDEMNITY
CONSULTANT agrees to inde~~ify~ defend and hold ~a~.less
CITY, its officers, agent!:: and employees from any and all demands,
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claims, or liability of a::y nature. including death or ir~jury to
any p~rscnl property da..l1'age or any other loss, caused c'y 0'(' ari:ir:.g
out of CONSULTA.NT's, its officers'. agents'. subcontractors' cr
e.mployees· negligent acts. e-crQrs, or-omissions, cr willful
Misconduct, Or conduct for which thE law imposes st.rict liability
on CONSULTANT in tr .. e perfannance or failure to perfo.::m this
Agreement.
~!LJ.~5 -INSURb,"ICE
15.1 LIABILITY ~NS~~~
15.1.1 CONSULTANT, at it.s sale cost a::.d expense, shall
obtain and maintain, in tull force and effect t.h:.-ough·')ul: the entire:
ter.m of this Agreement, the insurance coverage described in Exhibit
~C". attached hereto. insuring net only CONSULTANT and its
subcontractors, if anY, but 2'lso, with the exceDtian of wOI'kers'
cOn!pensation. employe·r~ s liability. and professional liabi 1 i ty
insurance, naming CI~i, its council members, office~s. agents and
emp~oyees, and each of t.hem, with respect to activities and
services performed by CONSULTANT for or on behalf of CITY under the
provisions of this Agreement.
15.1.2 Certificates of such insurance, preferably on
the forms provided by CITY. shall be filed ~ith CITY concurrently
with the execution of this Agreement or. with CITY's approval.
within ten (lO} working days thereafter. Said certific~tes shall
be subject to the approval of the CITY Risk Manager and shall
contain an endorsement st.ating that said insurance is prirnary
coverage and will not be cancelled or altered by the insurer except
after filing with the City Clerk thirty (3Dj days' prior written
nOLice of such cancellation or alteration, and tr~t the City of
Palo ~to is n~~ed as an additional insured with the exception of
workers~ compensation. employer's liability. aud professional
liability insurance~ CUrrent certificatEs of s'..lch insurance shall
be kept OIl. file at all times during the terrn of this Agre.:ment · ... it.h
the City Clerk.
~5~2 CORRECTIQ!L..QF &W ERRORS. QMISSTONSf AND ~:rgUITIE8
IN CONTRACT DOCUMENTS
Any errors. omissions, or arobiguit iea in the .:ontract
documents which are di&cQvered before the Project is out for bid
shall be corrected by CONSULTANT without cost to CITY. CONStp~TANT
services requ_ired to make changes in construction resulting from
errors, ott'.issions. or arnbig-..J.ities in the ccntracc.. documents ""'hich
are discovered after the contract is awarded shall be performed by
CONSULTA. .... "T without cost to CITY only insofar as they result in
unnecessary or nan-beneficia~ changes in const.ruction. CONSULTANT
services required to make changes in const.ruction resulting from
errors, omissions, or ambiguities to ~he contract documents which
are discovered after the contract is awarded shall be performed by
CONSULTA.""'!' and shall be paid for by CITY only insofar as they add
benefit to the construct-ion ~"..ork.
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SEc:TION 16. ,-WORKE?;?' C\.JMPE~SATIO:';
CONSULTANT, b:'l executing this Agreemenc certifiES t~at
it is aware of the provisions clf the Labor Code of the Sta<c.e of
California uhich requi re every employer to be insure.d against
liability for workers' ccmpen~ation or to undertak-: self· i~surance
in accordance with the provisio~s of that Code, a~d cErtifi~s that
it.will com.ply with s'...lch pro'>risions before corrr.encing the perf o rn'. 4
ance of the work of this Agreement.
SECT:Ql~ 17 -AUDI'I'~
CONS1JLTkl'IT agrees to pe.rn,it (,ITY to audit, at any
reasonable time during the term of this -:Agre~ment and for three (3)
years there3.fter, CONSULTANT's records pertaining to matters
covered by thi2 Agreement. CONSt~TANT further agrees to maintain
such records fer at least three [3) years aftEr the term of this
Agreernent~
SECTION 18 -AGR~~~ BINDING
The tenms, covenants, and conditions of this Agreement
shall apply to~ and shall bind. the heirs, successors, executors,
administrators, assigns, and subco~tractors of both parties.
SBCTION 19 -NOtl',ASSIGNMILITY
19.1 PERSONAL SERVICES OLJ:.onSULTAN'T
Both parties hereto recognize that this Agreerr.e~t is for
the personal services of CONSULTM"T and cannot be transferred,
assigned or subcontracted ~y CONSULT~~ without the prior written
consent of CITY.
CONSULTA..VI' shall boe responsibl e for employing or ei~gaging
all persons necessary to perform the services of CONSu~TM~ here·
under. No subcons:ul tant of CONSULT&'IT will be recognized by CITY
as such; rather, all subconsultants are deemed to be employees of
CONSULT~VT~ and it agrees to be responsible for their perforroance.
CONSULTANT shall give its personal attention to th€ fulfillment of
the provisions of this Agraernent by all of its employees and sub
consultants, if any, and shall keep the work under its control. If
any employee or subconsul tant of CONSULTA.l'IT fails or refuses to
carry out the pr::; ... j.sions of this Agreement or appears to be
incompetent or to act in a disorderly cr improper !t1a.r.r..er I he or she
shall be discharged immediately from the work under this Agreement
on deIldnd of CIT'i.
SECTION 2Q_~ RELJ:A...~CE UPON PROFESSIONAL SKILl OF
CON.SULTPu"IT
It is mutually undeI:"stood and agreed by and between the
parties hereto that CONSULTM"T is skilled in the p~ofessional
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calling nec~ssary to PQrfo~ the worK agreed to be done he~eunder
and that CITY' rel ies up'~n the skill of CGNSlJLTA."'I""T to do and pert,:)!"TI1
the work in the rn;:;st skillful rn.'1nn~r, and CONSULTAA"1' agreeS" to th'Js
perform tr~e work. The accepta!:ce of CQNST;;.JTA..,"'T's work by CITY (j'JE'S
not operate s.s a release c·f COKSUL'TANT from said obligation.
SECTION 2] -WAI~~RS
The waiver by either party of any breach cr viola,tion of
any term, covenant, or condition of t!'ns Agreement or of any
provision, ordinance, or la ... shall not be deemed to be a waiver of
any other term, cDvenant. condition, or."dinance, or law or of any
subsequent br~ach or violati':m of the saIne or of any other term,
covenant~ condition, ordinanc€.. or 1aw.-The subsequent acceptance
by either party of any fee or other money which !!'.ay become due
he:::-eunder shall not be deemed to be a waiver of any p:::eceding
breach or violation by the other party of any term r covenant, or
condition of this Agreement or of any applicable law or ordi~ance.
No payn".ent, partial payment, acceptance r or partial
acc~ptance by cr~ shall operate as a waiver on the part of CITY of
any of its rights under this Agreement.
;l.EGTIQN 23 -COSTS rum ATTORNEYS' FEES
The prevailing party in any action brouaht to enforce the
terms of this Agreement or arising out of th~is ASree..'I'lent !nay
recover its reasonable costs and attorney fees expended in
connection 'W'ith such an action from the other party.
SECTION 2 ..... -NQNDIS("RIMINATJ:O~). PENALTY
24.1 DUTY OF CONSt.;L?,A....l\f,:'
No discrimination shall be made in the employment of
pe:s 7ns under this Agreement because of the ra~e, color, national
cr~g1n, ancestry. religion or sex of such person. If toe value of
this Agreement is. or may be, Five Thousand Dollars (S5, ODD) or
more, CONSULTANT agrees to met all requirements of the Palo Alto
Municipal Code pertaining to nondiscrimination i!l emplo:yment,
including completing the "CoITLpliance Report --Nondiscrimination
Provisions of City of Palo Alto Contracts~ on ~he form furnished by
CITY and attached hereto as Exhibit "DN &nc. made a part hereDf by
this reference.
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CONSULTA..vr agrees that each agree:nent for services trom
independent providers shall contain a provision substantially as
follows~
"PROVIDER shall provide CONSULTA..~ with a
certificate stating that he (or she) is currently in
compliance with all Federal and State of California laws
covering nondiscriminat ion in employment; that he (or
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she) ,,;"ill pl.::rs;Je an affi=mative CO:.l!"se of actior. as
required by the Affirmative Action Guidelines of t:'1e r:ity
of Palo Alto; and that he (or she) ... il1 not cisc:ciminiite
in t:-te employment of any persor:: u.!"Jcer this c.:n~tract
because :Jf race~ color, national origin, ancestry, sex or
religion of such person."
24.:2 PENAL'"i'Y FOR ;SISCRIMllffiI.lO.N
If CONSUI..TAll,rT is found :;'4 violation of the !'.ondisl:riminil.~
tion provisions of the State of California Fair Employment
Practices Act or similar provisions of federal law or executive
order in the performance of" this Ag.r-eement. it shall thereby be
found in material breach of this Agreement. TnereupoQr CIJrf shall
hav-e the power to cancel or suspend this Agreement, in ""hole or in
part~ or to deduct from the amount parable to CONSU1?A,..VT the s:..:..m of
Twenty-Five Dollars ($25) for each person for ea~h calendar day
during 'Which such person 1fro'as di9criminated against r as damag';5 for
said breach of contract. or beth. Only a finding of the State of
Cnlifornia Fair Employment practices Commission or the equival€nt
federal agency or officer shall constitute evidence of a violation
of contract under this section.
If CONSULTANT is found in violation of the nondis
crimination provisions of this Agreem~ot or the applic~le
affirmative action guidelines pertaining to this Agreement.
CONSULTANT shall be found in material breach of this Aqreement.
T"nerel.lpon, CrTY shall have the po .... er to cancel Or suspe:ld this
Agreement. in whole or in part, or to deduct from the amount.
pai'able to CONS'tJLTJI...NT the sum of Two Hundred Fifty Dollars ($250)
for each calendar day during which CONSULTk"IT is fow.:r:d to have bee:::l
in such noncompliance as dru~ges for said breach of contract. or
both.
~~CTTQN 25 -A..::(8TTRkTTON
Upon agreement of the parties any controversy or claim
arising out of or relating to this Agreement :nay be settled b}'r
arbitration in accordance .. dth the Rul E:'::;-of the .tunerican Arbitra
tion Aseociation, and j udgme:r-t upon the aill'ara rendered by the
Arbitrators may be entered in a:-.y court having jurisdiction
thereof.
All "notices he.reunder shall be given in writing and
mailed; postagE prepaid, by certified mail, address€o as follows:
To CITY: Office oE the City Cl€rk
250 Hamil tC!l Avenue
Palo kIto. CA 9~303
To CONSUr,TAA"r: Atte!ltion of the PROJECT DIRECT:)R
at the address of CONSULT~7 recited above
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SECTIOli_LL..: ___ ALL (;GV£NAS'!'3 AR~_O~mrTI0NS
All p:r-OYl sions of this Agreement are expres!:'l}" made
conditions.
~EC7rQN 28 -AGRE~NT COb7AINS ~L
UNlJE~STM!R..li:mS; AMENDMENT
This document represents the entire and integTated
agree .. nent between ::'ITY and CONSULTM'"T and sup-eorsedes all prior
negotiations, representations, and agreements, either written or
oral.
This document may be amended cnly by written instrument,
signed by both c.rTY and CONSULTANT.
~E:_CTIQN 29 -GOVERNING LAW
This Agreement shall be governed by the laws of the State
of california.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and :'ear firs!: above written.
ATTBST:
City Clerk;
APPROVED AS TO FORM:
Senior Asst~ City Attorney
APFRO\lED:
City Manager
Director of Finar..ce
Risk Manager
APPR0VED AS TO CONTEZ>1"T:
Department of Public Works
Attachments:
EXHIBIT ~A":
EXHIBIT ·B~:
EXHIBIT Ire":
EXHIBIT ·n":
---------...-.-.... ... ' ..
CITY OF P.~ ALTO
SCOPE OF PROJECT &: SCHEDULE
RATE SCHEDl.lLE & PAYNE:N"'"T SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE' FORM
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CIVIC CE:z.r."TEP.
OFFICE BUILD INC REMODEL
EXHIBIT ~
SCOPE 01' PROJECT
The. Civic center Remodeling Project encompasses the existing
Finance ar~a on t~e second floor of City Hall, all open areas of
the third floor, and all of the fourth floor of City Hall except
the restrooms, as sh~wn on the attached drawings. The Consultant
shall provide new layout studies for the second and third floors,
and snaIL make minor changes to the e~isting fourth floor layout~
The consultant shall provide space allocation de$ig~ as r~quired by
the City to accommodate all p~rsonnel and organizational adjacenc
ies in these areas.
'l'he Consultant shall conrilJ.ct desigr. conferences o.!" interviews, as
directed by the City, with all affected departments to determine
the design criteria. The Consultant's design shall include all
furniture layouts using existing Herman Miller furniture as much as
po:ssible, architectural finishes, lighting, mechanical. electrical,
and voice and data wiring.
The Consultant, working ~ith the Project Manager, shall provide a
detailed phased schedule for the remodeling of all the listed areas
in conjunction ~ith the civic center Buildout project. This shall
include all aspects of construction, furr.iture ~eardown and setup,
moving, and the provision of temporary utilities to provide
uninterrupted service to the public and uninterrupted functional
occupancy of the perso~nel in the involved areas.
An itemized cost estimate for the entire project shall be provided
by tne consultant as part of the design phase.
The Consultant shall provide full construction documents for this
project, including tlN"O sets of all prelirr.inary design drawings. one
bound set ana cne loose leaf set of proj ect specifications, and one
set of transparencies ~ The City shall reproduce the proj ect
specifica.tions and blueline drawings for bidding purposes.
The Consultant shall complete all design ~ork. including prelimi
nary design revieW", final design, and construction documents, cost
estimates and ·proj ect schedule within 12 'Weeks f!'':lm the date of
issuance of the notice to proceed~
The Consultant shall provide construc~ion support as required by
the City throughout all phases of the remodeling project through
project acceptance.
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IXHIJI'r tl
~AJU) fEB SCHEDULE
consultant shall provide all services ~nder this Agreement 1
including the preparation of the construction documents for a not
to-exceed fee of thirty-t",,-o thousand dollars ($32 1 000). This
amo~nt includeE a not-to-exceed Engineering tee of eight thousand
fifty dollars ($8,050).
consultant shall be paid every 30 days.
APDITIONAL SERVICIS
Additional work requested in writing by th~ City outside the scope
of basic services shall be paid according to the follo~ing rate
schedule.
principal
Designer
Drafter
Clerical
$75.00/hr
$60.00/hr
$35.00/hr
$35.00/hr
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£,XHIBlT C City of Palo Alto
Insurance Requirements 'or Ccnlraclo;$
eONTA:.t.C'rOR ~oc~!~allace Architects
COPtiTP.ACi Co.-o ROLNATO R
CONTRACT tESCRJ~N. t'ct
CON~ 10 The: CITY ()f PALO At'T'Q, I-:f THEIR SOLE EXPENSE, Sl-t'-Li Q6'T'AfN .... "'0 MAfNT.AJN I~SU~NCE FOR THE TERM
OF THE CONTRACT CO/'o'TFI.AC"!DP,S WlLl BE REOUIRED ro PAOYID: A CERilFlf'A'E ~'DE NCiN ~ THE INSU RANCE' A.N D ~P/I'NG
THE orv }.$ AN AD~TlCNM iNSlJ~ED
THE CERi'IRCA.iE OF !NSURANCE MUS! BE ~AP:"£T£D »IoD EXEc\.rrED ~ W ,1.~J:tHoru:zED PEP~ESENiPJtI,'E OF THE CO+JiF"NY
f'AD\'lOING INSUR4.NCE, FILED ...... ITK THE CITY, AND Af'P~OVED SI" THE CrT(·S RISK MANAGEFI BEeORE iKE CONiRACT WilL
Bt: CONSIOERED ~PLETE ~ RESP€CTS fNSUAANCE. •
THlS INSTRVCTION SHEET SHOULO Be CoIVetIL 1'0 ''f'OU~ INSURANCE AGEI'-o'17BROKER WiTH THE ~t::ljUIME"D CErrrl~ICArE FORM
RETUAtooi TH E CC>f..-I:PL~ED CERT!FlCA.:E TO Ti·U: CrTY OF ;PAlO A~1'O CONTP.ACTlNG OEPARi"MENT.
TKE INSURANCE COVERAGES Q-oIECKEO BElOW ARE REOUIRED FOR TIiIS CONTRACT.
COlli ~iE &f'NVt.t\l. UAaIl-."Tl" If'fCI..uDWG.:
.. ~NJtJ!"Y
• ~ R)FIw 1I'RVP.e"",,, o.r-M~
• lJ~ ~ a..IlSS1CHS
• ",I,J.~CC: I\" Al"f>i.lCAEilE)
STAT~V
THE ern OF Mi..O Al."tI IS Ttl Ii£ UM;£tI AS ,t,N -'DO(T"~ INSUltED
NO INSUfUNCf ~E flllEQfJiIIItE.O
A. The-CIty 01 P*o AIIQ, Its offj~ agent!!; aN! ~ Ire 1WM'd ~ l4OI1101'101:1 ~. tI!Jt orV)' m ~ -.01< perfot-m« ... "dfjr c:CtTI~. Said' DO'I'erJg.t>
&!i 8D IN City 01 Palo Mo . .tc:.. IhaJI be primeI)' coYMSl)e'. ~ l:Itb8I oIIgU"III ~, .ostlf'lg nw,-~ and &r»' at~r mSI.l:ol!nc-e ;;a....,~ b~ Ih«' CII,'
~w:ceK~~
a ~ tM WQIf1I; ~ ptadin,,~,~, d'!'i:lmg. CIt ~hIIt" ~ wert, IN' poiq ~ ~..IC!i-o" IJi wires., COt'.d..nts, pi~, m.a,r15
eft ottw simlW ~ ~ &IT}' ~~s. in COr1.-...c:tlOft ~ beiaII'!tIe su1aC:e ol t!W! gn:u"d whl;tt...-~ ~ I)'llrd pa~ t)i [tie Cit)' cf. PaJe AAc
C. Whet'I! ,.. WCI'tI: iI'M:IMc ~ coIIapM ~ iii ~ r. h amcurc:s IItoooe
D, 1lW policy i'!"'.cJu02s • '.~ aI !J..-.5I;" ~.
~, ~~ CI'I'ti~ ~ mUll' be NICIlec:" af'ICI are ~ 10 ~I
F: I'J ~ P<l'iC>ft .re c.ilrallccl CIt ~ dvring tfllf per.ox! d ~ as ~ ~'" ir1.suc::!':. m&nnIf" as ID ~ n,,!o ~'Cir,c.,:e, -r.,my {3Ol C'o~
omrter. nott-Ce ... ~ ~ fNl-':: to ho C1y ei Pak:I AAI:;, FWio:. ~~. P:O .. 1D'25Ci.. PlIo AkJ. ~ 943C3
G ~ iabllrty ~"ctI poOtCy ~ 11 ~rlct..IJ I~lrt)-.,oOC< $Ii Tilt< t! ~~ ~""ICt' C\l'IOet'9 b tu'UllIdC-(, II'; lH'mer"ll Ie. rT"IOIJ'11ml)' ttoe-C:I:~
H 1M eowragl' al'mfM<l under '!he-poIlI;"," 1$ su~ k; Ie t')e .rms d the-pojoc:>.s ~ ..,..." ....c: IfIoHtl! .~ tf'1e ptC'VIS-l= 1::1I:!1O::I fey M"f!'~
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PART II -SUPPLEMENTS TO BID FORMS SECTION 00410
CERT/FICA TJON OF NONDISCRIMINA TION
Cer!ltlcotloo of Nondl.~rlmrnatll!l4 A. suppliers 01 good. or seMces to the Cltv of Pslo Aho, the flrm end Individuals
IIlIt8d below c8nlll0$ that they do not dlscrlmlo8te In employment With regard. to mca, color. religion, notlonol orloln
or oncestry •. or d,sabllitv; ,hat they .re In c<>mpllanco with .11 Fad.rol, Stote end local dl .... ctlv .. " ond e •• cutlve omArs
regardino nond/!!crJmlnatJon In employmant; and that they agree to demon8trate poaltIvt,Jy end Bggl'QAsfvely 1he princlptc
01 equal opponunlty 10 employment,
The BldderlProflQser BorBas sl"laciflcally:
1.0 To establish or observo tJmploymonr polk;lfts which affll'rn.a1lvotv promote 0pPofturdtrsB for millorlty
persons 81: all Job lave I&:.
2.0 To communicot8 this policy to 511 PO,SOh5 concern9d.lncludlngall emplO'(BfJ8~ outside rocrultingl&IlMce.s.
especIally Thosa t=f30lVing minority (!ommurdtjo~ and to the minority communities 81 'a/go.
3.0 Ttl tltke ufflrm8Uve Bctlon 5tfJPS to hire minority emploveo! Within the organization.
4.0 To be knowlBdgaaolo 01 the local. srato. and foderallHw8 and regule110ns concornlno affirmfl(ive action
pollcios Hnd provido opportunities for employees.
Firm: IV\~'l--;~ 'ffi'-'<"'::''-'7'''''I.J'C;' I _. ef2a-h WOe)
01 om Slnnlno).,~J N1S"f2..-__ _ AF,,_ ,H ~~~
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Pleas'e incilioo any additior'lal'nforms(lon available ,egarding ftQ 1..J81 opportunitY omployrTlftnt pwgrams now In effect ")
within your company, IUr---'
e~ ~r~~6rufA~? ~~CY ~~1W~f2-I Nb::rlQbJ~M?Gd)
1"f. ......... ........, ...... If"._.~
END OF SECTION
erN 01 PALO AI.TO~ Non·rliscrimln.'iar'l ~1191) SECTION 004,().,
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OEAI".EV. RiNTCl4 • ..sSOC.
P.O. lhx UI75
,00 C>d, Strut
Oalc I,,,, •• CA I4ID4-2.175
411-415-305:0
itock w,rr.,;:,
111a &,. ... ,,1 St.
San Fr'I'Icirc'
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RP01l5S3120'
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op.ra1i_"s.t 1M' N ••• d Il'Isy.r .. d. Ti.,. City .1 p .. r, /1.11:11 i, Il,'.4 ''1 "1'1
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P,I-. Itl ... tA 14.303
.,n.ral liabil ity tl r.sp.cll op.rltitll\l: p.rfor •• cI
.. eo...-c:
£'.-,PCI .... TQN O/oTE T>-IEilECF. T!oE '5SUt<;. CQ!ooF"N"f W'l.:.. E~~"''IOA ,0
M,U. 30 :l"''I'SwJUTTENI>jQToCE' to :-HEC;:'>lTF~'-' IE HQI...~R"'.o.ME.DTO TfJiZ
U:;:~~F/o,Li"Pi TO ~"IL ~tJC'" ~TCE Sf-iAl.l.. M'O~ NC 08\.1(i .. 1iQN 0"
LIIEu ... ,Tv OF .w I(~ '.PCNT~ e;::...4' .NI',.r 5 "CE'~~ISOR !'<~SE'I'II'" !rv~S
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I=UNC CERTIFlCATE OF WORKERS' COMPENSATION INSURANCe: , . PC ... ICV,,"UMIEitC7ult:iG 92
C€J:t":'tF1CA"l'! EX~:~U. ~ -15· ~ 3
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!muflnC1! Coml"'aiuior'ler 1<;) !'"" rmpioytr rimed betol\.' ior trlp ~C)~i(.,. plrlod iT'lcienrci
T"i$ cef1.rr¢;tCr o! ,r:wranc-• .., r:C!.IIn :r:I".;Ur::t ~!",,'r .on.;! OC.'h 1'10, amenc:l, l!":U'...a' OJ 8itlr the c:a'O'el"!ll!! H10rdrd by thr
poliClts 1!ltlC !'I~el~. NClt"";lfllttr0'f19 ''''y ;equire!'Mrlt. ~eH1'I. e: c:onditicr of .n", co.,tract or QtN!~ 4l0ClOm.nt wit,",
r~ 10 "",h'.:;:h tl'lil C' .... 11fi .. ate of ijl"lu~anc:e l'i1.f:y bIl iuut~ :;)f mil.,. pe~ti!lrt, tl't i"I,UlnC'e .a!ton::rd by '!."'e peli!:'.1
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