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HomeMy WebLinkAbout0112.095• {} m City ,Of Palo Alto .~~,,, City Manager s Report ~~----------- TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER AGENDA OA TE: J ...... ry 13, 1995 CMR:ll1:'15 . ADA Improvemeob, BoDding I.ourion, CIP 193Of1. Appro •• 1 of Coa.altallt Acreome,,1 wit. CSS Associales, Archlt •• 1s RFPIltST: Cooncil is requested 10 approve a consultant agreement 10 design Americans with Disability Act (ADA) compliant improvements 10 the interiors 0( City bU!ld"mgs. RECOMMENPATWlSS Staffrecommends that Council; I. Approve and authorize !he Mayor 10 execute the a!ta<hee! consultan! agreement .. ith CSS Associates, Architects, in the amount O(S5O,343 JOr design seniccslo make ADA improvements 10 City builamg inleriocs. 2. Authorize the City Manager or her designee 10 negotiate one! execute amendments for servk"s related 10 0< incidental 10 the scope of work or services, the Io!al value of which amendments shall not .«<>cd $1,500. POUCY IMP),)CAUONS Approval of this ,ecommeoclatioo is consistent with the ADA Tran.,itioo. Plan ad<lpted b~ Council in 1992.CMltl44:92. EXECUTIVE SUMMARY In September 1992, Council determined 1baI!his project did not need 10 he reviewed by the Firumce C<xnmittee (l[ the Policy and Service> C<lmlIIittee. A request for proposals was sent 10 fOo .... .een consultants with expertise in the design of ADA compliant inlprovements. Based on a review of the prO('OSals, three consultants were intcr ... iewed by • seJectioo committee comprised of staff from Pubtk Worb .Engineering and Facili~ Maintenance. CSS CMIl:l11:9S Pa&e 1 o1J ~ -.. ',. Msociat.s, Architects, was chosen based on their experience in similar proj""ts and !heir understanding «!he project scope of work. The attAched agreemeut with CSS Msoci.tes, Architects, prov;des fur the ~>Ilowing professional seMees: • Prepare plans, sp«:ificotioos and a cost estimate fur ADA rompliant improvements 10 !he Main LibrBry .=0011\, and 10 the Main Libnry ilself. w1lich must be processed through and approved by t!".e State Library and Division o(!he Sute Architect. • Review the site sun'ey which was prepared fur tbe ADA Transition Plan fur accuracy and compli~ "i!h cunent TltIe 24 requirements, The design services fur !he ADA compliarlt improvements will be negotiated at Il>e cooclusion of the site sun'''Y review, and staff will retuno 10 Coun<:il fur awroval « a contract amendmetlt 10 perform this work at tha: time, • PtovXle coostruction services including periodic site review, weekly staff meetings, "''lIIuation 0( contractor's work, progress and support fur requests fur information, cbange ro:ders and payments, The cost «these services ... ill be negotiated a\ the conclusion of the design pI>.ase, and staff will retul1l \0 Cooncil fur approval of a con!ract amendment 10 perfurm this work at !hal time, FISCAl. IMPACT Funds fur the con!ract are included in ADA Improvements, Builomg interi<n, CIP 19309. ENYIRONMENIA), ASSESSMENT The project is exempt !loot !he calOOrnia Environmental Quality Act (CEQA) under Section I S30 I of the CEQA Guidelines . AITACBMENI Consultant Agreement Prepared By. Geerge Bagdon, .Ass;""tant Directtt of Publk Wods Cily Manager Approval: C'MR.;111:9S ", -:. , ;. f . , ."" .- ,-~-_./" AG.lIIKII!!--7 fox I'I.OFUSIOIIIAL IINQD!lU.DIQ oCQN=~UlT SnVICBS ISI1WBBIi TIll eIn 01' PALO AL'fO AJil) CSS ASSOCIATIS. ARClDTlICTS '!'I!IS AGR.El!MBN'l', made and entered into this day of ., 199.5 ~ by and between the C.ITY OF PALO ALTO, a' mu=-=n"i"c"1'-pa=lo--:c"o"rpo=:=r=a t ioo Qf cal i fornia.. bere inafter ref erred t.o as ·CITY.· and CSS ASSOCIATES. AA= (Taxpayer ldA-'ltification No. 9~·243~82S}.a california corporation, ~~th offices at 10 Martin Lane ... WC>06side, CA 94062. hereinafter referred to as • CONSULTANT· ; • I r _ ISS I f B, WHBRSAS.. CITY desires certain professional coosultan·t­ services hereinafter described; and WRlUU(AS. CITY desires to engage CONSULTANT t.o provide ~ese services by reason of i~s ~lifications and experience for perfoI'Bling web setvices and CONSut.TANT has offered to provide tile required services on the ter.mS and in the manner ,set forth herein; NOV... THEREFORE, in oonsidera~~on of their mutual coveaants~ the parties bereto agree as follows: SECTION 1 -DRFINlTICNS 1.1 The te~ ~CITY· snaIl mean the City of Palo ~to, calit'ornia. 1.2 CITY MlL1QG.g& The term "City Manager" shall mean the duly appointed City Manager of the City of Palo~to. California z or his or her designated representative. 1.3 CITY Clep! The term "City Clerk· snaIl mean the duly appointed Ci.ty Clerk of the City of Palo Alto, Californiaz or his or her designated represe~~ative_ 1 '. ; .', " .. ,' 1.4 Blel ~7ER The term, ·.Risk Manager' shall mean the duly appointed Riak Manager of the City of Palo Alto~ California~ or his or her designated representative. . 1 . 5 i>ltOJJICT The tel1B 'Project' shall a'ie8.n the serv-ices a..nd impr~nts~ if any~ descr~bed in Exhibit ·A· en~itl~ 'Scope of Project and Time Schedule,-attached hereto and ma~e a part hereof by this reference. Si'CTIQN 2 • PROJECT COQRDII!ATIQH The City Manager will be tbe repreeentative of CITY for all purposes under this Agreement. JOHN A. CARLSON hereby is designated as the Project MaLager for the City ~nager and he or she shall supervise the progress and execution of this Agreeme!lt~ and shall be assisted by SCOTT lIAHL, the proj ect. Bngtneer. 2 • 2 OONSllLT»"I .OJNSULTANJ' shall assign a single project Dire·:tor to ha've . ove.rall responsibility for the progr"sB and exeC'4tion of this Agreement for CONSULTANT. EmU O. ERICKSON hereby is designated as tbe pro5 act Director for OONSULTANT. MARTIN DREILING shall be assigned as the Project. Coordinator for CONStlLTA."'lT and shall represen_t CONSULTANT during the day-to-day llriC'>::-k on 'the Project. Should circumstances or -conditions su.bsequen·t to the execution of thIs Agreement. reCZU.ire a substitute Project Dir-ecto't' or Project Coordinator for any reason the project Director or Project Coo<'dinator . designee .hall be subject to the prior written appr~l of tbe Project Manager. SECTION 3 • ScopE OF PROJECT '!'he ee<>pe of the Project to be executed by CONSULTAN'l' under the phases of the ~ic Services described in Section 4~1 of . th$.s Agreement., and the time schedule for the Project. are described in Exhibit A. SECTION" -perrI RS OF CONSULTA.¥T f.1 BASIC SERyICES Stages of WQ""k. The Basic Services shall be furnished in the stages of work as described belOW and as more particularly described in Exhibit A_ 2 .---- , r 4.:1..1. l?esigp Stage I,. , , ~:1:<_: /~ , < 'file O<!siqn Suge shall consist of the following pIla.ses of ,,0'<-1< and sball include, but net I:>e lilr.ited ~O, the usual professional services ~ ar~itecture, civil~ etruc~ural_ trafflc~ eleet-'rica.l and. If.echanlcal enginee.ring r enviroomenta.l planni-ng, landscape arcbi~ecture. and irrigation, ~s applicable. CONSULTANT'S specific respoceibilities under each of these phases are described below~ 4.1.1.1 SChematic Design Phase (a) CONSULTAll'l: sllall consult with CI'i"! ~O' ascsrtain the requirements of ~he Project and shall confirm suCh requir~~nts to ~be Project Manager. (b) CONSULTAN'l' shall revie ... the City's site, survey for the City's buUd1ags to verify propo1!ed levels Of eomplia:><:e and based on the .-eview, prep,ue a. "cope 'of vorl< to upg-r&de the City's buildings to meet A[;A and = Title 2'-,The CONsut.TA!I'1' v111 prepare .. prel!Jninary cost estimate for the scope of w-ork. tel CONSULTANT shall prepare sChematic desigr> studies for the /'fain Library cor>.Steting of drawings and ot~r documents illustrating the scale and relationship Qf project ccmpoae~te an6 ~c ten (10) copies thereof for approval by the Prt>ject Hanager. The drawings and Ql;;her documents shall I:>e in a fo~ acceptable to ~be.State Architect. (d) CONSUL'rAN'l' shall, suhmit to the Project ~ger for review and approval with the Schematic Design phase studies an estimate in Oupllcate c·f probable const-ru<:tioa cost baaed on current are3. .. volume and "other unit cost.s. fel CONSULTI'.FI' sball vork with CITY'. staff t:o secure a.pprovals of the Scbematic Desi.g:a Phase 'by the california Srate Librari~s, Division of the State Architect, City Council and/or otber appropriate ~ommdttees and ~Jssions. If tequired by erN. CONSUL'rANT sMll lMl<e persOIlal presentations of the Scbematic DeSign Phase to tbe City c~il~ any City Cou~il commd~~ee to wbicb ~be Project is referred.. the Planning Onmssion, any ccmnunity adviso.:ry groups, am/or the Architectural Review Boilrd. CONSULTAN'l' shall attend tour H} ,.,..etings during this Pha ••. {fl Upon written approval by CITY for the Schema t ic :Design Phase.. CONSaLTAN'l' shall proceed to the Cbttstruc~1on ~~ents Fhase. (g) CONSUL'l'AN'l' shall submit tc the Project ~~gerJ In duplicate¥ copies of any and all ~~lculatioos, sketches... .oiagrams, .computer print outs.. and other docuzner.ts prepared durIng this phase of the Basic Services. 3 , .' • :".'.: ->.'. " .;" ~-< • ':t~~"'.- -. 4.1.1.~ Construction poc~~ent3 Phase (a) CONSULTANT shall prepare from tile approved Schematic Design i'hase clocUInellts fe>r the Main Libra<y. for approval by the Project Manager, ~orking draw1ngs~ specifications, and other oontract forms setting forth in detail the requirements tor ,~e coostruction of the entire Project, including the necessary technical specifications... special cooditious, bid tQnM and ~her bIdding informatIon. and contract forms furnIshed by CITY. 0:» Prior t.o tl"e· advertteing for bids .. CO.NSOLTANT shall subnit in duplicate to the Project. Manager for < review and approval a final detailed estimate of the probable construct-ion coe t . (c) ~TANT shall attend conferences with CITY at critical phaS2S Qf the work for the Main Library and shall assist CITY in Qbeainiog approval of r~~latory agencies when required by such agencieB~ (d1 lJp<>n c<Xl\>letion of the contract drawings, specifications... and do\...-wnEc.ts.. and at its expense, CONSULTANT s'ball fl..:;rn1s11 ten UO) ful1~ size sets of the contract drawings" B;Peciticatloos~ and documents for approval by the project Manager and any other approving authori~ies. Ie} opoo completion of the approved contract drawings" specifications. and other documents~ CONSULTANT shall BUl:Ildt the I:l:acings to the Project Manager for signature. Y (f} CONSULTANT shall subm~t to the Project: Hulager. in duplicate" aDy revisions to calculations" s;Jtetcbes" diagrams, -computer prin'touts and other docUments that were initially submitted during the Design Development Phase . . ~ {g) CONSUL'I'ANT shall assist CITY at and after the pre-bid conference. if ceq .. droo" in Obtain!:og and analyzing bids. awardiog the contract. and in tbe.pre-construction conference. CONSOLTA.."ff shall be available to answer inquiries regarding the pla.ns and speCifications by contractcrs and CITY during the bIdding period. 4. :i MlQITIQNAL SERVICES CONSULTANT shall perform or obtain any and all of the following additional services if so authorized in writing by CITY" and shall be paid as. provided in s.ection 7 of this Agreement: 4.2.1 Cgnstructiop Contract Construction S~age-·~istratiQn of the ta} The Constru-ction Stage will commence ~th the award of the constru~tion contract and will te~Jnate when . final payment is. made by CITY to the cOQ,tractor or -:.lpotl the filing and recordation of the ~ice of completion. whichever is later~ '.:-. (b) CITY shall provi de for ":.,. .<.,' j /.-., the administration of the coOetruction contract. tl00 meetings apeciticaUoos eel . CONSULTANT sllall attend pt"e-CODStru<:­ and ans ..... r questions regarding the plans. and prepare<1 by CONSULTANT. Cd) CONSUl-TANT shall at all times haye, accese to the work wherever it is in preparation or in progreBB. Ie) CONSULTANT shall n-al<e periodic visits to the site as necessary to become familiar with the p·rog-ress and quality e>f tbe work and to detenJline if t.he vork is pro-. .... <>ding in .accordance witb t.he 'cOJltract documents. On t.he basis o·f on-site Qi;eervatlons.,l" CONSULTAli'I' snail e!'¥5~avcr to 9U~rd CITY against defeets and deficiencies in ~be work of the cootractor. including aavising and COQBUlting with CITY on technical ~nst~tion. to the contractor and disapproving the contractorrs work if it fails to lIIeet the requirements of tt.e contract documents _ CONSt]""TA.'IT shall DOt be required to make continuous on-site inspections to check the . quaUty or quantity of the York. provided that t.he limite<1 extent of supervision furnished by CONSULTANT in 00 way shall reduce or lese"" :Lt.s responBibili~y or Hability hereu."lder _ ='lULTANT shall not be responsible for the cocstruction .;!leans .. methods, techniques" sequences or procedures.. or fer safety precau~ions a~ pr~ams 8lIIl1oyed in ccnnectiOll with the work. and aball not be responsible for the contractorrs failure to carry ~t the work in accordance with tbe terms of the con~ract documents. {f I CONSULTANT shall icterpre~ the tecl>n1cal requi"""",nts of the COIlt.ra.ct doculrents and advise CLT"( on t.he issuance o-f technical instru-ctions t.o t.he coc.·tractot". (gl CONSULTANT shall revi.w and take appropriate profesl!iooal. action on laborat.ory. s.hop and mi11 tests .. reports Of equipment performa.nee ... shop drawing-a .. s~les,. and other subldasions of tbe eoot.ractor fer <::onfonnan-ce -with tbe design C:ODC~pt: of the Project and for e<:Xt1pliaoce with tbe construction contract ~~nts. (h) CCNSULTANT shall prepare suppletreotaxy sketcbes required in order _ to clarIty c·r supplement the original contract documenes during the construction Stage of wo-r1t. ILl CONSULTANT "shall assist CITY in preparing change orders. <:II CONSULTA!IT Bl".all observe the initial operation of the Project~ or of performance tests required by the contract plans and specifications. {ltl If required by CITY. CONSULTANT shall assist CITY in the start-up. testing and cperetion of the equipment prior ~o acceptance Of the Project by CITY. · {ll CONSULTANT shall conduct site visits, acccmpan1ed by a representative of CITY, to deter.mine the dates ~f s\ll>Stantial c""i'letion &nd final completion. I"\ll'ther. CONSI;"LTA.'M' shall make a declaration that the Rroject is in conformance with t:h. design concept an:! .ls In compliance ",ith the coctnct docu· ~~. , (m) CONSULTANT shall attend meetings at least once each week !throughout tbe constructioo. Phase with the contractor and repr-esentatives of CITY and shall submit to all CODCerned minutes of ~he meeting attended. {n t CONSULTANT. at it B expe.n.se ~ shall provide the Project Manager nth one copy of the plans and specifications and a comp~ete set of four mil ~n~ thickness, good quality t:ransparell·t mylar dra.'W'ings of the as-built Project: {hereafter referred to as the 'R~cord Drawings'}. rn addition, CONSULTANT shall furnish CITY with copies of all design ca.lculations and. s1milar documents .. (0) CONSULTA.'<T sha;U not be respcosible for damages ~r Injuries caused solely by acts or amdsslons of the contractor. or any ~ontra~tor~ or any s;ent or employee of the contractor or any aubcoo-tract.or ~ or of any other persons perf onning anY,of the work .. ~ . {p} CONS&~TANT shall be responsible for providing. CITY with t.he R.eeord Drawings and documents of the constructioa after final completion. ~ ~.2.2 General Servic§.a {a) Provide financial feasib~lity .or ~er special studies~ {b} Provide planning surveys, evaluatiODS~ or comparative studies of prospective sites. (el Make measured dra.ings of existing construction when required for planning additions or alterations thereto. {d) Revise specifications or O"_her documantSl initiated by CONSULTANT. previously approved drawings, to ac~ompllsh changes not {e} Provide consultation concerning E'epla.cement of any work damaged by fire or ocher cause during coaetru~tion, and furnishing basic profeSSional services of the type set forth in this Agreement as may be required in connection with the replacement of Bu~h work~ {O P=ovide professional services made necessary by the default of the contractor in the performance of t.he construction COIl,tract .. 6 " ',", . (g) Provi~~ contract admlnistratloa and obaervat:l.Oil of construction after the CO:ltract time has been exceeded by \\\Ore than twen~y percent 120\) thr""-"3h no faut t of CONSULTANT • (b} Provide services., other "than 'the of t.he R.ecord Drawing!!' and t.he related p-roject. after final payu~nt to the contractor. (I) Provide services as an eocpert witness in cocnectlon with any pubHc ~ear1ng ... rbitraUOtl proceediD<3. or proceeding of a court of record. (j) Provide services fer planning the l~y-out.. of tenan·t or re.D-tal £paces ~ ikl Provide services directly applicable ~o tbe preparation of env:iromnental impac~ stU<lies and. reports. III Make detailed mill, shcp, and/or laboratory inspection of materials and e~~ipment. (ml Furnish property., boundary f rights­ Of-way,. .t:opograf;hic and utility surveys... and related office computatioos and drafting and surveying. {uj Furnish field surveys., pbot.ogranm.et.ry .. and. field lay· outs of construction. (0) Furnish special plloCograpby, mcdels, prinl:ed reports and. additional copies of contract drawings and doCuments above the number specified in tllis Agreement. (p) Perfor.m so11s tnvestigatiOD$ and other soils engineering services before design arJ.d/or during construction. documents projects, (ql Prepare applIcations and supporting for governmental grants or advances for public works and implementing such grants or advances. {r] Instruct plant employees in the ~:rat.l00. and main-tenance -of newly inst.a11ed equi.pment.. for CCNStTLTANT and 1 ts Basic Services of this manual. (a) Incur travel and subsistence expenses staff beyond those normally required under Agreement. (tl Prepare operation and main-tenance {u) Perform any other services that ]!laY be agreed upon by the part.tea subseguent to t.he execution of this Agreement. 7 • --. $ ~,. 'i,'-. .. .-~ / Iv)' (1) If requested in writing loy CITY, -CONSULTAN"1' shall p-rovide one or ll'tOre project representatives.. to assist ~he parties in inspecting the progress of the cocstruction contract r • ~2) SUch Project re-p-resen,tative shall be selected, employed and directed loy CONSULTANT or sub<:onsultanto, and CITY agrees to pal' to CONSULTANT and/or subcoosultants~ f~r the services Of the Project representative. a sum eqUal"'-~';' the multiple of __ times the direct perso~el expense incurred by CONSULTA!~T in ""'Ploying the ProJect represent:ative~ The t.'9rm ldirect persor.nel expense l is defined in Sect.ion 7 of this Agreement.. For the purposes 0·( this provisionf'" the Project ~cesentative~e ttme g.pent traveling from CCNSOLTJL~~s and/or subconeuita.nt.' 0 office to and from the job-site shall be ca.lculated as an additional service .. as shall be t.he til::\e spent On the job-site and preparing the reports reqo.ired hereunder_The direct personnel expense to CONSULTA.'IT for the project representatives shall be as indicated in Exhibit IS-but shall DOt: exceed percen·t { ') of direct parsonnel expense. U) Su-ch Project representatives shall ~sit the site of CODstru~tlon as required by the needs of the Project and at-.least every other day over c.he term of construction. provided tbere actually is liork in progress _ The Pr9ject re,presentative shall file a written report with the project Manager setting forth the nature.. scope. character and progress of the work perfor.med a~ the site Lmmediately after each visit to the site. {4} '!hrough the on-site oOservations by the Project representative of the work in progre8s~ CONSULTANT aDd/or its subconsultants shall aesure further protection of CITY against oefects in the ~ork .. but the . furnishing of ~~~h Project representatiOD shall not malee CONSULTANT and/or subconeultants responsible for c6Dstructioo. means 8 methods f techniques. sequences or procedures" o:r for safety precautIons and programs, or for the contractcr's failure to perform the work in accordan~e vith the contract ~--O·ts.. Nothing in this Agreement al:::lrogates the professional responsibilities of CONSULTANT and/or its subco.csultants with respect. to design defects ... errors., omissions, or malpract.ice. 4.3 GEtfERM wrIES OF CONSULTbNl -4.3.1 CONSULTAN'l' represents tbat it has the expertise and professional qualificatioae to furniSh the services described under this A9~eement~ CONSULTANT further declares that one or more me..!!lbers or employees of its firm. and t.hat of its subooosultants l if any ... are licensed by the State of Californ~a to perform their services, if required~ and that thess services ~~ll be performed by them or under their supervisioa_ CONSULTANT shall furnish t.o CITY' fo-r app:roval .. prior to execu.tion of this Agreementf' a list of all firms or c~rporation8 to be employed as subconsultants. e ~' . : .... --:--:----.. -;- 4.3.2 CONSULTANT. states that it is sware of the requirements ot the tNeral Americans with Disabilities Act <It 1990. and the Government COd .. aoo the Health and Safety Cod .. of the State of california. relat,llg to access to public bUildings and acoommodatlocs tor disabled persons~ and relating to facilities for disahled persons. OONSULT~~ shall comply with or ensure by 'its advice that complia.nce 'W'i~h such provisions will be effecte'" pursuaIl·t to the terms of this Agreement. 4,3.3 CQNSULT)JI'l' a.t "., extra cost to CITY shall prepare in the contract documents alternative bid :i.tems~ in addition to base bid items. ill compliance with Section 6 hereof. "~l~' CITY reserves the right to retain the services of a constructioo cost consultant to prepara estimates o·f cost independent of those prepared by CONS1]I,TANT during each phase of deeign. "CONStJLTANT shall meet with the coostruction cost consultant and Ci7Y representatives to resolve major eifferences in their respective estimates. '-3.5 CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of o::HroLTANT a.re being performed in accordance with t.he requirements and intentions of this Agreement. " SECTION 5 -WFI fjS OF CITY 5.1 CITY shall provide full information regarding i~s requirements for the project. S ,2 Cfl'Y shall examine documents .ubmi tted by CON.StJLTA!.'T and shall render decisions pertain1ng tberetg pr~lYI to avoid unreasonable delay in t.he progress of CONSULTANr~ s work. s~ 3 CITY shall furnish a land survey of the site in<cluding .. as applica.'ble l grades and lines o"f streets, alleys, pavements and adjoining-p·rcperty; rights of way. restrictions .. easements~ encroachme:·nts .. zoning, d-eed restrictions. boundaries and CO!:ltours of the site; locations., dime:csions and complete data pertaining to existing building9~ other improvements. and trees; and known information cou-ceruing available service and u.tility lines both public and private. above and below grade. including inverts and depths, 5.4 CITY shall furnish enviroomen·tal p atru,ct1.lral~ mechanical and ether laboratory tEst'S, inspections and reports as required by law or by"<:he contract documents. S .. S CITY sbal1 furnish 8u-ch legal, accounting and insurance counseling-se1""\o'ices al3 Ire.y be necessary ,for .the Project ... and such auditing services as may be required to ascertain how or for what "purposes the contractor has used the moneys paid to it ~er the construction contract .. . ", .,. 5~6 The lervi.t;es_ information.. survs-ys and reports required by paragraphs 5;1 and 5.3 through 5.5 inclusive shall be fQrnished at CITY'S expenae, and CONSULTANT shall be entitled to rely upon t.he aecuracy thereo·~. S. '1 If CIrr observes or ot.hervise becomes aware of ~a.ny fault or defect in the Project or nonconto~~nce with the ~ontract d¢CUments, CITY to ehe extent it is teasible to do so shall give prompt written notice thereof to CONSULTANT. SljCi'IDN 6 -RAYMRN'I' Payment shall be .made by CITY o.LI.ly for sendces rendered and within thirty (30) days of Submission in duplicate of monthly progress payment r~~ests. Each invoice shall be it~zed as to the type of payment described in this sectiao. In consideratIon for the full performance of the Basic Services and Reimbursable Expellses described in Sect.ions "-and 7 of t.his Agreement, CITY agrees t.o pay CONSULTA.VF a fee not t.o exceed Twenty'se"en thousand five hundred eighteen dollars (21,518.lJOI for the Design Stage for the Main Library and Tlienty·two thousand eight hundred twenty·five dollars {$22.e25~~) for tr~ review of the site survey for the City &~ilding •. The aiJ'IOUn·t of CONSiJLTAloo"l" S compeL.sat: ion shall be calculated as set fortb in Exhibit 'S-_ entitled -Rate Schedule_­ attached hereto a:ld made a part hereof by this re-ference,. on a time and materials basis, up to the max~ amount det forth in this paragraph 6.1. 6~1~1 Sybcqnsultants. Fees for ~Jbcon~~ltants~ hired directly by CONSU[,TANr, shall be apprQVed by eI'IY in advance O-f i ocurring ltU<:h fees. 6.1.2 For A,,(Htional Sgroces. For OJNSOLTANT'S additioca1 services_ as described in Se~tion C of this Agreement,. C<:IGfPE:nsa:tion shall be as prescribed in EJdlibit B "bi.lt shall DOt exceed _____ An employee's time shall be computed as defined in this section and ~ibit B~ The rate schedules shall be updated on of each year. 6.1.3 FoI' EXtra Work :Or Chapges. Paymen·t for . extra work or changes in the work not. initiated by CONSULTANT and authorized in writing by the Project Manager shall be m3.de within thirty 130) days of sublUssion by CONSULTANT of a statement in triplicatE of itemized costs covering such wor-k. Prier to -CODD:PeJloClng such extra 'Work .or changes,t CONSlJLTANT and CITY shall agree upon an estimated not.~to-exceed coot for such extra 'WOrk. In no event shall CONSULTANT be paid for -design work or change order preparation which is necessary because o·f CONSULTANT'£; errors or over.ights~ 6*1~C Calculation of Direct P?rsopne1 Expen8e~ Oi~ect personnel expense .of employees engaged on the Project by 10 , •• >. '.'.-" ." "><,j' " ----....-. ---' -. -<Ii.. -;;'-; --..--;;. - CONSULTANT sball ~lude only the work of architects, engioeer~, designers, jOb ca~ains, drattspereoos, spe~if1ca~lon writers and typists, in consultation, research and design, in produ~ing drawings, specifica.tions and eU,er Oocumellta pertainin<] to t.!;e Project, and in sexvices .during coostru<:tion at the site. Included in the cost G,f direct personnel expense of t.he&e ?~loyees -are salaries a,nd ma..ndatory and custanary benefits su<ch as statutory ~ employee ben-efits 6 1r.surar.tee l alclt leave. holiMYS and ...... aca..tions, peos!ons and alin11ar benefits. 6. 1. 5 Be f mhy csah -; e Bxnepfi eos • Re imbursabl e Bxpenses ~er the Agreement shall not exceed $l,a(>O.o<L Reimbursable i!Xpenses are in additioo to the cccpensation for Basic and AMitional Services and inelt~e actual expenditu.res made by OONSULTANT, its employees. or its professional consultants in the interest of the Project for expensEs listed. in t.be following paragraphs: Cal Expense in connection vith tbe Pro1ect for long distan<:e t.elepllone calls and telegrams and fees paid for securi.og approval of aut.t~rities having jurisdiction over ~he Project. {b} Expense of reprodu.ce-ion. sraphics. pqetage and bandling of dr&win<]s and specificat;!ona, except for tlose required to be furnished by CONSULTANT in Section 4: and for use in OONS~TANT's office. {c} only if authorized in advance in vriting by CITY, expense of overtime work requiring higher than regu~ar rates I expense of renderIngs or models for CITY's use, ~ expense of computer time wben used in connection with Additional Services uDder Section C" 6. 2 PAYMRIfI' SClIROOLR 6.2.1 ~ BasiC Bervices. payments f~r Basic Services stall be made monthly in progress !:'ayments in proportion to the services performed for each Stage The final progress payment shall be ma~e by CITY after CONS~.T}~~ ·has submitted all required Record Drawings and repo::-te. . ~ 6" • 2 . 2 ~~:fJ.~~~;:~':tT,;~R~~;; pa)"'Inent s fo:r Additional Services of <. as tloo • shall be made as part of the monthly progress payments for servi.ces rendered .. 6~2~3 For Reimbursable Expenses. payments for Rei.Ei::xlrsable Expensee of CONSULTANT shall be ma.de as part. of the monthly progress payments for services rendered. 6.2.( Deductions. No deductions shall be made fl-'em C'ONSUl.TAN'T' s canpensation on aCcOUD't of penalties, liquid.ated damages. or otber sums withheld from payments to contractors .. 11 .. , · .,..-~ ., ' .. _-i ,..... • .". ."" '.2.5 Pall'm.e!lt Upon SUepf:nstoo 9r !NndOPment qf project. If the Project is suspended for more than. three IIIOIlths or abandoned, in wbol~ or in part, CONSULTANT shaH be paid its ~nsation for servi~es perfooned prior to receipt of written notice from CIn o-f su"Ch suspen.sion or abandonmeo·t .. toget.her with additional and retmburaable expenses then due. It the P~oiect is resumed after being &'"'\J.spended for more than ninety (90) 6a:rs. any chaJlSe in CONSOLTII~iT' s ccmpensatloo sball be subject to ren~la~ion and# if necessary .. approval by tte Palo ~to City Council (the 'City COUncil'). If this Agreement is suspended or t"ri&iDated fer fault of CONSOLTANT, CITY shall be obligated to compensate CONS~TA!iT OIlly for tbat portion of CONSOLTAN'l" S services which are of benefit to CITY .. as such determinatIon may be maae by the City Manager in the reasonable exercise of his or her discretion. $scrrOK 7 • PPf§R8$$ NID cpMPL:EjTION '.1 TERK Of AQRfiRM81IT· TOO 1.S OF THE ESSENCE The term of this Agreement ahall CQa1Ilen·ce upon its exe~ution by CITY~ The Sche~tic Design Phase of the work shall start inmediately upon receipt by CONSULTANT of a Notice to Proceed. Work OIl each suo:essive phase of service. a:-s specified in Section 4 of ~hi8 Agreement shall proceed sequentially by stages and phases upon CITY's written not.ificatioo. t.hereo·f and .. until ICeceiving sUCh DOtification, CONSUI.TANT shall [lot: proceed with any subst;qUent item of service. The parties bereto agree that time is of the essence of ~hiB Agreement. 7. ... TIME OF roMpLiiiTION Of EACH PJASB CONSULT~ agrees to perform the phased services Yi~hiD the t:ime limits set fort.h 'UIlder the time schedule in EXhibit A provided~ bowever# that any change in the &Cope of se~~ces may require a revlse1 -rime table. The Con&trJCtion Stage. if any~ shall be dependant cpon the length ef the coo-tl.o.ct. 1..lUt in no event shall -CONSULTANT sulx!dt RE'cord Drawings later than t'i!!n (10) days after completion of ~~ructioa ~k .. as Oetermdned in writing by the Project Manager. CITY agrees tasks to implement Exhibit A. to exercise due diligence in perfor.ming its CONSULTANT" s time t.able provided une.er 1.3 .QlY'S REVIEW AND APPROVAL Between each phase of 'Work there eha'll exist a review and. approval period by CITY.. CITi shall exsrcise due diligence to complete these ~asks; bo~ever, it is recognized that the interrelated exchange of iut.:>rmation among CITY"s various departmen·ts onakes it impossible to set a specific time sched.ule. Normally. CITY's esti:nated period of review and approval will be 12 '. i { '. " ... " ..... fundehed to ~TA.vr at the t{me of submission of each phase of the work. 7a,. IXTBNSIQ5 Or' TlMR Of CCMPMRTION rn tbe event the ae.ivices called for Wlder this AgreEIDeOt are not ~leted by CONSv~TANT within the time specified. CITY "hall have. tbe option to extend the time of c~letion. This paragraph does not preclude the re~~ry of damages for delay of either party_ SECTION e -C1Wf.JE$ IX WORI (ITY may or~er major changes in scope or character of work ... either decreasing or increasing the amount of CONSULTANT#S services. In ~be event ~hat such c~es are ordered# CONSULTANT shall be entitled to full ccmpensatl:On for all work performed prior to re<::eipt of noeiee of change. In<::reased canpen&ation for .... jor changes shall be deterMined in accordance with Section 6 of the Agreement ... but. in DO event; shall CITY be 1 iable for payment unless the amoun~ of SUCh extra ccmpeosation shall first have been agreed to ill writing by CITY._ In the event t.hat I!'.a.jor changes are ordered pursuan·t to this s~tton, the scbedule fo~ progress and ccmpletl00 in Section 8 of this Agreement.. and coapensation under SectIon Ei of this Jlgre ..... .ne. shall I:>e adjuste"ci by negoeiatlon I:>etween OJNSmTANT and CIT1, aUbject to appr~CL1I if n~~ssary. by the City COUncil. SB&'TION 9 -TERMINATION QR SJJSPlmSION OF AGRBEMEN'F OONSULTANT may terminate this Agreement or suspend work OIl the Projece by pro-.ri.ding thirey (30) days' ,!dtten notice t.hereof to ClTY 1 but valy in the eveD,t of sUbetantl,1.l. failure of performance by CITY or in the" event CITY abandons or indefinitely poEtpones the Project. . ~. 2 pNa:p1UTION ax CIT'( Without: limitation to su-ch rights or remedies as CITY shal:l otherwise have by law". CITY may terminat.e t.his Agreement or suspend vcrk on ~he Project with or witbQJt cause~ by providing fifteen (lS} days· written notice thereof to CONSULTANT... or ilrmediately after sulJmissioo to CITY by CONSL'L"rANT of any completed item of se~~ce specified in Sectioa 4 of this Agreement. CONSULTANT agre e B to ceas e all. work uDder this Agreemen t upon receIpt of said written notlce. " .. . "" ,1 I ... 9.3 C9KPI!NSJ!TION Of CQNS\D.,T .. a'!'l'.......I.N TPJ! RVi!!T Op TJfBMJJ6TroN Of THIS AGBSJ:71RHT In the event ot termination of this Agreement or suspension of -;.ark 0<1 the project by either CITY or CONSULTANT as pr~~dEd herein, CONSULTANT shall receiv~ compensation as follows: {a) For approved it~ of service under Sec~lon 4 of t.his Agreement. coq>eIlBation shall be in the amount outlined under Section 6 of this Agreement for the items of service fully perfo:med by CONSULTANT. (b) For items of service on which a NOt-ice to Proceed bas been iSSUed by CITY~ but ~bich have not been fully completed ·and approved. CONSULTANT shall be compensated for the items of service in an amount wbich bears the same r:atio to tM toeal fee otherwise payable for the performance of the service as the service actually r~red bears to the total service necessary for the full performance of, the item of service. ee) Ie DO eVent ehall the total compensation paid .in tile ilrme1.iately pr .. ceding paragraphs exceed tile payment specified in Section , fer the respective i~ems of ser~ce to be furnished bY CONSULTAlIT. {d} Notwithstanding anything in the preceding paragzap!ls. upon terminaUoa for fault of CONSULTANT. CITY shall be obligated to pay for rnly that portion of the service which can be incorporated in the Project. 9.4 OOTlES OF CITY liND CONSYLTM"T Uf'O:l termination ot. this AgI"e-emen·t or suspension of worle. on the Projec~ by either CITY or CONSULTANT, as provided herein, &.11 duties of CITY and CONSULTANT .. as set forth in Sections 4. and 5 hereinabove. shall terminate. SECTION 10 -CCRSVLTANT 1 S ACCOQNTINQ RECCRDS R.ecords of the following expec.ses pertaining to the Project shall be kept by CONSULTANT in accordance with qenerally recognized accounting principles and shall be made available to CITY at mu·tually convenisnt times during the t.erm of this Agreement and for three 0) years following the te:nninatlon .of this Agreemen·t ~ Ca) Direct personnel expenses, including consul tan,t expenses. -(See Section 6 of tbis Agreement.) {b} ~eimbursable expe~es. (See Section 6 of this Agreement). Services. (c} Expenses pertaining (See Sectioo 6 of this Agreement4J to AMitional • • 9.C7.lQN »), -Ojffl8BSjll P Of txQJMBlITS 11.1 fhlNUSH1i OP OR.IGItw, WJ.!MRNTS SUbject to ~he proVisions of P~ra9raph 12.2 below~ the -original dravings .. lZ'.aps .. plans .. d~signsl records of survey .. 'work data.. s~1ficatlons, and anI other documents prepared by CONSULTANT in ~he performance of this Agreement" although instru­ ment-s o·f profesaional sernc:e .. are and shall be the property of crTY whether the work for which they are made is performed or n~. 11.2 TU .. "'ISFER TO CITY Upon terminatiCll under SectiO!:l 10 of this Agreement and upon CITY's payment ot the amount ~c~ired to be paid under same section.. the originals and all' drawings, calculation9. specifications and any silllilar documents shall b<:come the property of CITY ... and CONStFLTAN'l' shall transfer the."l!, to CITY. upon request ... without addHiocal caopensatioc. CrTY shall have the right to ut.ilize any cOOtp12t.ed or uncompleted drawings.. estimates ... specifications.. and any other documents prepared here;.Jooer by CONSULTANT • SRCTION 12 -TtlTJiiR8S7 OF CRNStJLTANT; CONSULTANT INDEPRNpRNT 0 F CIT'( In aocepeing this Agreement... CONSULTANT + covenants t.hat' it presently bas DC interest.. and shall not. acquire any interest ... direct. or indirect" financial 01:' otherwise ... which would conflict in any manner or degree with the perfortna.1'lCe of the services hereunder. CONSULTA.Vl" further covenants that .. in -the perfont'.a.nce of this Agreement, no-subcoo.tract.or or person having such an interest shall be employed. CONSULTANT certifies that no one who­ has or viII have a.:ay fi:nancial ~n,terest under this Agreement is an ef~icer or employee of CITY. I-t. is expressly agreed that in the perfo:nan<:e of t.he professional services required under this Agreement CONSULTArfT, and any of its subconsultant& or employees.. shall at all times be considered independent contractors and ~ asents or emplcyees of CITY. SECTION 13 -ot'lTSma CONSULTA..1\fI'S CONSULTANT shall be respocsible for e!!i'loying all outside consultants (subcoilsultan-ts) necessary to aid CONSULTANT in the performance of the services listed in Sectioa 4: o·f this Agreement; provfded .... however ... that all such subooosultants shall receive prior approval of CITY in writing and ehall remain acceptable Ito CITY during the term of thIs Agreement. SECTION 1. -I!iDf!MNIT'f CON....~TA.'V1'·a9rees to protect .. ind~"I\I)ify. dt::tend and bold harmless CITY ... its Council members .. officers, agents .. and employees 15 ".--:/ -~,: "--/ .' feom .. ny and all c~aims. demands or liability of any nature. ioeluding dea.th or injury to any person. property damage or any loss., caused _by or arising out of CONSUL'I"ANT's. its oftlcers-J agen,ta' •• ubeonsultantB~ or ~loyees' negl!geo.·t acts, el'ro_t"s f)r om1$s!ccs, or willful sdscood~ct6 or cooduct for vhich the law may ililpose .trict liability· OIl CONSULTANT in the performance of-or failure to perform ita Obligatioos under this Agreen~nt. ~EC'UON 15 -I!!SjJAANCj! 15 _1 INSURA!!Cl! coyEJlMl! OONSULTAN1', a.t its sole cost a.nd expense, sha.ll obtain· and maintain, !~ full force and effect throughout the entire te~ of this ~t, the Insurance coverage described in Exhibit ~c· to this Agreement. attached hereto and made a part hereof by this reference, insuring ~ only ~JLTANT and its sUbcontractors. if a:lY, but also ... with the exception of workers' c~ensation. employer's liability and professional liability insurance, naming as additiooal insureds CITY1 its Council members l officers l agents l aDd employees, and eaeh of them l concerning this Agreement and the Project_ All insurance co' .... erage required hereunder shall be provided througb carriers with a Best ratiog of A:X or higher t~~ are admitted to do business in the State of California. Any arid all eubcoct:ractors of CONSt:J.LTANT under this Agreement st..a.ll Obtain and maintain, in full force and effect throughout the term of ~his Agreelfent... identical insurance coverage... with CITY natned: as additIonal insured under such policies as required above. 1$. 2 JVIPgCK Of COv-;..tp.GE Certificates of"sucb insurance ... preferably on the forms provided by CITY, shall be filed with CITY coocurrently with the ~t.ion of this Agreer:en·t. The certificates shall be subject to the approVal o,f -the Risk Manager and sr~ll con·tain an endorsement stating that -the insurance is primary coverage and viII not. be canceled or altered ~ the insurer without thirty (30) days' prior written noeice to CITY cf such canc~llatiOQ or alteration. and that the City of 2alo Alto is named as an additional insured except in policies of workers" compeosation~ employer's lia.l:lility, and professional liability insurance.. Currsnt. cert.ificates of S\l<:h insurance shall be kept on file at all times during tbe term of this Agreement with the City Clerk_ ~5_~ NO LIMIT OF LIABILITY The procuring of eu-ch required policy or policies of insurance 81' .. 11 not be CODstrued to limit COIlSULTANT's liability hereunder nor to fulfill the indemnification provisioo and requiremen·ts of t.his Agreen:i€nt under Section 15 hereof. Notwithstanding said policy or poliCies of insurance. CCNTRACTOR shall be obligated for the full and total amount of any damage .. ----.-~----"--:--::-:--, .--.-)-i .-." .' ; , -.--,. ~- .... c .•..••...••..... c. ,-' . .-. injury, or lose caused by the services peI'tOnned under t.his Agreement. in.cluding: after the Agreement has teuninated or expired. SECTION U • W9UERS' COMPENSATION ~~SULTANT~ by executing this Ag~e~nt~ certifies tbat it is aware of the provisions of the ~r C?de of the State of ~~itorn.ia which require every emplo~ .. er to be insured against liability for workers" cc:r.pe.nsatloo or to undertake self~ir.5ura.n.ce in aceordan<:e vitb the prcvi.sione of that Code, and certifies that it rill comply with such prwisions before comnen<:ing the performance of the work ~er this Asreement. SECTION 11 -CORRECTION OF ANY SRRQRS· OMISSION';, AND leMB1GtiJ"TIE$ IN mr.rrp aer rvxvrwrrs Aoy errors, omissions~ or ambiguities in the ~OQtract documen~s prepared by CONSULTANT weich are discovered before the Project is !.nvited for bid shall be corrected by CONSULTMIT without cost to CITY.. CONSULTANT services require-i to make' changes in cons~ru~tiOD resulting from error8~ omissions, or ambiguities ia t.be contract docUmen,ts -which are discovE:red after t.he c-.::>ntract 1S ava->"ded shall be performed by CONSULTANT without cost to CITY C>!lly insofar as they result in unnecessary or non-beneficial changes in constru-etion. CONSULT~"T services required to make 'Changes in construction resulting from. errors". omissions~ or rurbiguities in t.he COD,tract documents which are discovered aft:~r the cOD,tract is awarded shall be perfonned by CONSULTANT and shall be pail! for by CI." only insofar as they add a benefit to t.ha constru.ctioa work. SBCl'IQti l.e -AUDITS CONSULTANT' agrees t.o pe:rntit CITY to audit. at any reasonable t.ime during tlle term of this Agreemen,t and tor three (3) years t.hereafter, CONSULTANr"s records pertaining to matters Covered by this Agreement.. CONSULTAN'l' furtber agrees t.o maintain such reoo~ds for at least three ~3} years after the termi~tion of . this Agreement. SECTION 19 -AGRBEMENT BIl>"DI}IG The terms, covenan,ts. and cooditioas of this Agreement shall apply to .. and shall bind. the heirs" su,ccessors,. executors" a.dmi.rlistrat~B~ ass!gns, and subcontractors. as t.he case tray be~ of both part tea. SECI'IQN 2'0: • NONJ.SSIGNAAILI'fY 20.1 PERson!, SEr'.VICES OF CONSULTANT the persona~s~i~~~ h~~e~N~~Ee:~a~~ ~e~~f!~r;~~ • assigned, or subcontracted by CONSULTANT without the prior written consent of CITY. . 11 -; ~-., ...... ". • c .• " • . .. , ./ 20.1 SRI1.VICSS OF S\jBCQNSULTAN'l'S AND ron l>MPrp~ CXlNS'JLTANl' sball be responsible for ElIploying or engaging all persons necessary to :>E'rtorm the services or: CONSULTJ.Nl' hereunder. No sul:>consultAnt of CONSULTANT will be recognized by CITY as such; ratber, all subcocsultants are deemed to be enoployees of ~TAN'l", and it agrees co be respocsible for their performance. CONSULTANT shall give its pers=al attention to tbe fulfillloont ct the previsions of this Agre""",nt by all of its employees aDd s~tan~., if any, and shall keep the work under lts oootrol. If any employee or sUbeonsultant ot CONSUL~ANT fails or refuses to ca:rry out t..~ p:covisions .of this Agreement or appears to be incompetent or to act in-a disorderly cr impr~r manner. he or she s~~ll be discharged iromedistely from the work under this Agreement on d:ema.nd of CITI. SagrION ;1 • iiiLIANCji UPON PROFESSIQNN. SKILL OP CO!!BlM'AN'l' It is MUtually understood and agreed by and between the parties hereto t~-"t CQNSULTAN'F is skilled in the professional calling n.ecessary t.o perform.. the work agreed to be done hereu.nd.er and that CITY relies upon the skill of CONSULTANT to 00 and perform ~ work in tbe ~t skillful manner, and OONSULTA-~ agrees to t~us perfoao the vork. 1'he acceptance of CONSUI.TANT's work by CITY does not. operate as a. release o-f rot~SULTAN"l' frl.Xn' the 001 tgatiOD~ SBCIION 2 a -NO DWLI &D WAIVER No payment:.... partial payment.. acceptance or part.ial atXept.ance by CI1Y shall operate as a waiver -on the part .of CI1Y of any of its rights under 'this Agreemen·t. SECTiON :2) • nrnuss The waiver by either party of any brea.c:h or violation of any te:t1!\. .covenan,t, or c:onditioo of t:his Agreemerat.· or of any provisions af ar.y ordinance or l.av el"<.all no< be dee~d t.o be a waiver of such ter.m, covenant, condition, ordinan~e or law or of any sub$equent breach or violation of the sa...\1e or of any other terai covenant, condition, ordinance or law. The subsequent. acceptance by either part.y o.f any fee or otber money which may become due hereunder sr.all not be deemed to be a waiver of any preceding breacb or viola.tion by the ocber party of any term., covenant .. or condition o,f this Agreemen,t or, of any applicable lay or ordinance ~ SECTION 24 -COSTS AND ATTORNEYS' FEES The prevailing party in any action br~~ht to enforce the -terms of t.his Agreement or arising out of this Agreement may recover from the other party its rea~le costs and aLtorneys" . fees expended in connection' with su;c"h an act.ion from the other party. 18 ! • SECTION 25 -N9NQISCRIMINATION: PiNALT'i 25. 1 Ptrrx or CONSULTANT No discrimination .ball be made in the eq;>lOl'lflSllt of pereoas under this Agreement because of the age, race ... c:ol-cr ... national origin, ancestry, religioo ... disability, sexual preference, or .ex ~f such persoa. If ~he value of this Agreement is. or may bel live Thousand Dollars ($5,000) or II'lOre, CQNSt]!.TANT agrees to meet all requirements of the Palo Alto Municipal Cooe pertaining to DOlIdiscrimination in eq;>loyment. i=lOOing c""Pleting the 'Compliance Report--NOndiscrimlnation provisiocs of City of Palo Alto Contracts' on t.he form. furnished by CI.TY and. attached he.reto as Exhibit ·0' and made a part hereof by this reference. CONSULTANT ag~ees that each agreement for services from independent providers shall contain a provision substantially a8 follows: 'Provider shall pr':T\t1de CONStJI.,TM"T with a -certificate stating that. h.e {or she) is curren·tly in oompliance with all Federal and State of california laws covering nondiscrimination in employment; that he (or she) will pursue an affirmative course of ac~ioo as required by the A!firmativ~ Action Guidelines of the City of falo Alto; and that he ('Or s!J.e) will not discriminate iil the ~loyment of any person under t.his contract because of the age.. race. color" national crigin~ ancestry. religion .... disability .. sexual preference or sex of such person.· 2S-~ 1 PENALT'i FOR PISC'RIMINA'l'ION If CONSULTANT is found in violation of the nondiscriminatIon prOvisions of the State of California .Fair Employment Practices Act or ~imdlar-provisions of federal law or executive order in the perfo:tmaIl<::e. o,f this Agreement, it shall thereby be found in material breach cf this Agreement~ Thereu~ ... CITY shall have the powc:r to cancel or suspend this Agrec:meDt~ in whole or in part, or to deduct from the amoun·t payabloe to CONSULTANT the sum of TWenty-five Dollars ($2S} for each person for each calendar day during which such person was discriainated against ... as damages for breach .of eon-tract. .. or both. On.ly a finding of the State -of California Fair Employment Practices Commission or the equivalen,t-federal agen-cy or officer shall constitute e-widence of a viola'tioo. of con,tract under this sectlO!l. :rt CONSULTANT _ is found in violation of t.he noodiscriminati6n provisions of this Agreement or the applicable affirmative action guidelines pertaining t.o this Agreement .. CONSULT~r sball be found ia material breach of this Agreement. Thereupon CI'N shall haYe the power t.o cancel or suspend this Agreement. in whole or in part... or to -deduct .from t.he a.TfIOUnt payable to CONSULTANT-the sum of ~~O Hundred Fifty Dollars ($2501 19 for each calendar day during which roNSULTAN'l' is fOODd to b.:ve been ill sU.f;h nOncompliance as damages for breach ot con·tract .. or both. S'SCT1f.ti 26 -ARBI~ Upon agreement o{ the parties atly controverey or claim arising out of or relating to this Agreement may be settled by arbitration In accordan<:e with the Rules of the knerican Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court ha-r.lng j~risdictioo thereof. SICTION 47 ~ NOtICES All :notices hereunder shall be given in writing and mal1ed l postage prepaid~ by certitie~ mall, addressed a' folla.s: '1'0 CITY: TO CONST.1LTANT: Office of the City Clerk Post Office Box 10.50 Palo Alto, Califorcia 3430) Attention of the Project Director at the address of CONTRACTOR recited above SRC'J'IQK 2S -AU. COVENANTS A.U CONDITIONS All provisions o,f this Agreement are expressly made coociitioos • SECl'IOli 49 ibis docUment represen·ts the entire and integrated a.greement. bet-ween CITY and CONSULTANT and supersedes all prior ~iatiODS.. representatiODS~ and agreements, either written or oral. . This document rra.y be amended only by written instnurteot .. signed by both CITY and CONSULTANT. SECTION 30 -GOVUNING LAW This Agreement shall be governed by the law of the State of cali f ornia _ 1)1 W1TNESS WHEREOF, C~TY and CONSULTAlt.. have executed this Agre1!lneD.·t the day and year firet above written. ATTl!S'l': CITY OF PALO lIl..TO City Clerk Mayor 2(1 • • lU'PIWVI!D AS TO FORM: css ASSOCIATI!S. ~Inct$ senIor AIIBt; city Attorney AP~: ~: frot" a. ~ :4, lUI: &CUpGNT CITY lfanager DI .... ctor ol P!Mnce DIrector of Public Yorks Riel< Hanager Attacmm..nts: EXllI'BIT IA· .SXlIIBlT 'B' 'SlCHI.SI"r ·C· BXRIBIT lOll Taxpayer Identlficatioc No. 9C-2'36825 SCOPl! OF l?itOJl!CT ~ 'l'IMl! SCHEDULE 1l'Tl! SCIIEOOLE " PAYMENT SC£EOQLE nlSURANCE lIONDISCRDlINATION Ca-!PLIANCH FORM .. , . , . ,. CD.'lIlICl.TII OF ACDI()IrT.p;I><lKKM'l' (Civil Code 5 l1a~) ) ) 1 ~~ '"'~"aC~~ilf'ijO ~~o~mi~r WtTfJ!1 y• rSooally appeared ~ A : ... ~ t:A<'.:..k4~ • perSooally known to me {or proved to me on the baSiB of satisfactory e,~deDCe} to be the per (B) whoae name(s) is/are cr~ t.o. the within trun-eIlt. • alid acknowledged t.o me that he she they exeC\lt€d tbe same in hiei her/their authorized capacity{iesJ. and that by hio/herltheir signa'ture(s) a:!. the Instrument the persOIl(s}. or the en·tity upon behalf of which the personra) acted, executed the instrument. WITNESS my ~~ and official seal. '·1 22 • • ~ofPaloMc> ~oin LJbrcry I>DA Improvemenli Erimm<! A.rd'I:i1ed"\Jtal Fees Alch!lecual Co$!$ Tf!\ u.~Sle!! £:I!!! pt,ueT~ I F~IJtt "" ~~ Z Sr.:hrrdc D9siOIi ~Swwi"~ !500CW;1 ~~ SSOO.D-:J -51.1),."<1,00 ~~~ Sl,OOO,O(! ~p~ ~.Oi) ~".&rch IUoirw SSC(I,'X) hoiN~..t!IOa. $500,00 --!1.000oo _em._ $1.000.00 "" ....... $u6n'lW1l "* ~ ~O.OO ~~~ =00 --""''''''''' S2S0.00 ~~ ~1~~ $1JM).00 I De.jot Ot-o~rC"pm.n! .... ~!!!btotaf 4 ConsfNdior. ~m.n'ts ..... -$3.000,00 ~.ttw!~C4«'( Sl.OOO.OV Slaft' aiM Cb'-Rrif1r S2S0.00 ~"~I:.Jnry =.00 _ .......... $1.00000 .........-1II'WI:ilg~~ =.00 -~ SHIO(!,OO --$4.261.00 --53.500,00 ",,-$1.00000 ' , :, \ §IIIi!!Iil!lr ~5,~§,QQ $15'51 a,()G $ 6iddil'lQ "' ........ 5<50.00 --5500 cOO 51250.00 $u~Ig'I..a1 $2,oc.o,OC 52.000,00 • Con1\r~on s.mc. .. ""~"'-=.00 EXHIBIT A .: . • I 10 .• ~rd~ --"--­.......... ."."......,-....... _~hao.-.« ,- -!'II" ........... "" -" i. , ~ ,", . 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