HomeMy WebLinkAbout2020-12-07 City Council Agendas (11)
City of Palo Alto (ID # 11654)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/7/2020
City of Palo Alto Page 1
Summary Title: Approval of Airport On Call Consulting Contracts
Title: Approval of Three Five-year Contracts for the Palo Alto Airport With: 1)
Burns & McDonnell in the Amount of $1,000,000 to Provide
Design/Engineering and Grant Administration Services, 2) C&S Engineers, Inc.
in the Amount of $1,500,000 to Provide Planning and Construction
Management Services, and 3) Centurion Planning in the Amount of
$1,000,000 to Provide Environmental Services; and Approval of a Fiscal Year
2021 Budget Amendment in the Airport Enterprise Fund
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager or his designee to execute the attached
contract with Burns & McDonnell Engineering Company, Inc. (Attachment A) for
an amount not to exceed $1,000,000 for on-call consulting services for a term of
five years;
2. Approve and authorize the City Manager or his designee to execute the attached
contract with C&S Engineers, Inc. (Attachment B) for an amount not to exceed
$1,500,000 for on-call consulting services for a term of five years;
3. Approve and authorize the City Manager or his designee to execute the attached
contract with Centurion Planning & Design, LLC (Attachment C) for an amount
not to exceed $1,000,000 for on-call consulting services for a term of five years;
and
4. Amend the Fiscal Year 2021 Budget Appropriation for the Airport Enterprise
Fund, by a 2/3 vote, by:
a) Increasing the contract services expenditure appropriation by
$100,000; and
b) Decreasing the ending fund balance by $100,000.
City of Palo Alto Page 2
Executive Summary
As part of grant eligibility, the Federal Aviation Administration (FAA) requires that the City
conduct a consultant selection process that preapproves consultants for a five-year period.
Airport sponsors must use qualifications-based selection procedures, omitting proposed fees, in
the selection and engagement of consultants.
Staff conducted a competitive solicitation process to identify the firms best suited to provide
specific expertise and consultant support on an as-needed basis. Three consultants, Burns &
McDonnell Engineering Company, Inc., C&S Engineers, Inc., and Centurion Planning & Design,
LLC, were chosen to provide a variety of design, construction administration, environmental
studies, and other planning functions as required for FAA Airport Capital Improvement
Programs (CIP) and received FAA acceptance.
For many of these on-call services, 90% of the costs are reimbursable through FAA grants. Work
will be authorized by issuance of task orders as needed for each service required by the City.
Background
Shortly after the transfer of the Airport from the County of Santa Clara to the City, the City
entered into five-year contracts with C&S Engineers, Inc., and Mead & Hunt, Inc., on October
27, 2014 (CMR #4948). These consultants performed various services for the airport including
design/engineering and construction management for the three phases of the Apron
Reconstruction Project. These contracts were extended (CMR #10724) for one year to allow for
the completion of current projects and will expire on December 31, 2020. The C&S Engineers,
Inc. contract was in a not to exceed amount of $3,600,326, and the Mead & Hunt, Inc. contract
was in a not-to-exceed amount of $2,192,806.
Discussion
In May 2020, staff released a Request for Qualifications (RFQ) to enter new on-call contracts.
Airport sponsors must use qualifications-based selection procedures, omitting proposed fees, in
the selection and engagement of consultants. After initial consultant evaluation and selection,
the proposer(s) then submit their fees. Staff is required to conduct an independent fee review
to ensure that fees submitted by the proposer(s) are within current industry thresholds and
staff is then free to negotiate costs. As a result of the competitive selection process, the City
may award one or more contracts for on-call services. Once consultant(s) selection and
negotiations have been completed the RFQ with the City’s recommended selection is submitted
to the FAA for review and acceptance.
Staff solicited statements of qualifications from qualified firms to provide on-call design,
engineering, planning, environmental, construction management, and other airport consulting
services for the Palo Alto Airport. Staff chose three consultants, Burns & McDonnell Engineering
Company, Inc., C&S Engineers, Inc., and Centurion Planning and Design, LLC to provide a variety
of design, construction administration, environmental studies, and other planning functions as
required for FAA Airport CIPs.
City of Palo Alto Page 3
All three of the on-call contracts will be subject to Council’s approval of funding for individual
CIP projects during the five-year term. Work will be authorized by issuance of task orders as
needed for each service required by the City.
A Budget Amendment is required for the Airport Enterprise Fund to add $100,000 for Contract
Services to allow for initial work on these contracts. This initial work will allow staff to prepare
for the upcoming FAA funding cycle in which 100% funding may be available.
Solicitation Process
On May 21, 2020, a notice for Request for Qualifications for on-call consultant services was
posted to the City’s eProcurement system, Planet Bids. Proposals were received from ten firms
on June 10, 2020.
An evaluation committee consisting of two staff from the Public Works Department, a member
of the City of Livermore Airport Management, and a member of the City of Redding Airport
Management reviewed the ten proposals. The committee carefully reviewed each firm's
qualifications and submittal in response to the criteria identified in the RFQ. The criteria used to
evaluate the proposing firms included: experience of the team with similar airport planning and
design/engineering projects, AIP-funded projects, and applicable FAA Advisory Circulars; the
team’s experience with environmental analysis and documentation; grant management and
construction management for similar airport projects; qualifications and specific experience of
key team members, including knowledge and experience of key team members with unique
local conditions; satisfaction of previous clients, with particular attention to completion of past
projects on time and within budget; and schedule and capacity to provide qualified personnel.
Proposal Title/Number On-Call Design, Engineering, Planning,
Environmental, Construction Management and
Other Airport Consulting Services for the Palo Alto
Airport (PAO)/RFQ 178372
Proposed Length of Project Multiple not to exceed five years
Total Days to Respond to Proposal 20
Pre-proposal Meeting Date NA
Number of Company Attendees at Pre-
proposal Meeting
NA
Number of Proposals Received: 10
Number of Companies Interviewed 6
Range of Proposal Amounts
Submitted
N/A – Per FAA grant process, qualifications-based
City of Palo Alto Page 4
The City reserves the right to award by item, group of items, or total proposed items, and to
award more than one contract at its sole discretion, to the most responsive and responsible
bidder(s).
Resource Impact
The recommendation in this report to award three on-call services contracts will require an
amendment to the Fiscal Year 2021 budget appropriation for the Airport Enterprise Fund, by a
2/3 vote, of $100,000. This will provide an initial funding base for these contracts in order to
complete the work necessary to submit the Airport CIP project plans to the FAA for review in
determining the amount of federal grant funding available for reimbursement. Sufficient
funding is available in the Airport Enterprise Fund ending fund balance to support this budget
amendment, and no General Fund contribution is required.
Additional work by the on-call contractors will be subject to Council’s approval of funding for
individual CIP projects during the five-year term. Work will be authorized by issuance of task
orders as needed for each service required by the City.
Policy Implications
This recommendation does not represent any change to existing City policies.
Stakeholder Engagement
Public Works Department staff, in conjunction with aviation professionals and attorneys,
participated in the development of the selection criteria and drafting of the RFQ. Aviation
professionals and City staff reviewed the proposals and conducted interviews with the top
firms. Following assessment and discussion by the panel, formal recommendations to award
contracts to multiple firms were made. No additional outreach was necessary.
Environmental Review
Approval of these contracts is exempt from the California Environmental Quality Act (CEQA)
pursuant to CEQA Guidelines Section 15061(b)(3).
Attachments:
ATTACHMENT A: PSA_AIRPORT-B&M_111920.docx
ATTACHMENT B: PSA_Airport-C&S Engineers_111920.docx
ATTACHMENT C: PSA_Airport-Centurion PD_111920.docx
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CITY OF PALO ALTO CONTRACT NO. C21178372B
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BURNS & MCDONNELL
ENGINEERING COMPANY, INC FOR PROFESSIONAL SERVICES
This Agreement is entered into on this Seventh day of December, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and BURNS & MCDONNELL ENGINEERING COMPANY, INC, a
Missouri corporation, located at 9400 Ward Parkway, Kansas City, MO 64114
("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to improve the facilities at the Palo Alto Airport (“Project”) and desires to engage a consultant to provide various on-call services including design/engineering and grant
administration in connection with the Project (“Services”) as a result of the RFQ 178372 Palo Alto
Airport On-Call Consulting Services.
B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1.
Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
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performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December, 31, 2025 unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made
a part of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed One Million Dollars ($1,000,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The
applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE
SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall email all invoices to the City’s project manager at
Michael.Luetgens@CityofPaloAlto.org. The City will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses,
permits, qualifications, insurance and approvals of whatever nature that are legally required to
perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the
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professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment made
without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
to be performed under this Agreement without the prior written authorization of the city manager
or designee. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
Lean Engineering COWI BAGG Engineering
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R.E.Y. Engineers
Tammy Edmonds Design
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Renju Abraham as the Project Manager to have supervisory responsibility for the performance, progress, and
execution of the Services. If circumstances cause the substitution of the project manager, project
coordinator, or any other key personnel for any reason, the appointment of a substitute project
manager and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner,
are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Michael Luetgens, Public Works Department, Airport Division Division, 1925 Embarcadero Road, Palo Alto, CA 94303, Telephone:650-329-2687. The project
manager will be CONSULTANT’s point of contact with respect to performance, progress and
execution of the Services. CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
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protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including
all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including attorneys
fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or
law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
"D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY
as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
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18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-
ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s
Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing
with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OF AGREEMENT. (2 CFR § 200 Appendix II (B))
19.1. CITY may, by written notice, suspend or terminate this Agreement, in
whole or in part, at any time, either for CITY’s convenience or because of failure to fulfill the
Agreement obligations by giving ten (10) days prior written notice thereof to CONSULTANT.
Upon receipt of such notice, services must be immediately discontinued (unless the notice dictates otherwise) and all materials as may have been accumulated in performing this contract, whether
completed or in progress, delivered to CITY.
19.2 If the termination is for the convenience of the CITY, an equitable
adjustment in the Agreement price will be made, but no amount will be allowed for anticipated profit on unperformed services.
19.3. CONSULTANT may terminate this Agreement or suspend its performance
of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies,
sketches, drawings, computations, and other data, whether or not completed, prepared by
CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in
connection with this Agreement. Such materials will become the property of CITY.
19.4. If the termination is due to failure to fulfill CONSULTANT’s obligations, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s
services which are of direct and immediate benefit to CITY, as such determination may be made
by the City Manager acting in the reasonable exercise of his/her discretion. CITY may take over
the work and prosecute the same to completion by contract or otherwise. In such case the CONSULTANT is liable to the CITY for any additional cost occasioned to the CITY thereby.
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19.5. If, after notice of termination for failure to fulfill Agreement obligations, it
is determined that the CONSULTANT had not so failed, the termination will be deemed to have
been effected for the convenience of the CITY. In such event, adjustment in the Agreement price
will be made as provided in paragraph 19.2.
19.6. The rights and remedies of the CITY provided in this section 19 are in
addition to any other rights and remedies provided by law or under this Agreement.
19.7 No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on part of the CITY of any of its rights under this Agreement
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project manager
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
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information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated
by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following
zero waste requirements:
(a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise
approved by CITY’s Project Manager. Any submitted materials printed by a
professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall
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take precedence in the event of a conflict with any other covenant, term, condition, or provision of
this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include
a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more
than $15,000.
OR
26.1 CONSULTANT is required to pay general prevailing wages as defined in
Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section
1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor
Code of the State of California, the City Council has obtained the general prevailing rate of per
diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director
of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the
Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of
prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage
rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code
pertaining to prevailing wages.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties. 27.4. This document represents the entire and integrated agreement between the
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parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will
be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.
SECTION 28. ACCESS TO RECORDS AND REPORTS (2 CFR § 200.326 & 200.333).
CONSULTANT must maintain an acceptable cost accounting system. CONSULTANT agrees to provide CITY, the Federal Aviation Administration, and the Comptroller General of the United
States or any of their duly authorized representatives access to any books, documents, papers, and
records of CONSULTANT, which are directly pertinent to the specific contract for the purpose of
making audit, examination, excerpts and transcriptions. CONSULTANT agrees to maintain all books, records and reports required under this Agreement for a period of not less than three (3) years after final payment is made and all pending matters are closed.
SECTION 29. BREACH OF CONTRACT TERMS (2 CFR § 200 Appendix II(A)).
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Any violation or breach of terms of this Agreement on the part of CONSULTANT or its
subconsultants or subcontractors may result in the suspension or termination of this Agreement or
such other action that may be necessary to enforce the rights of the parties of this Agreement. The
duties and obligations imposed by the Agreement’s documents and the rights and remedies
available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law.
SECTION 30. BUY AMERICA PREFERENCE (49 USC § 50101).
CONSULTANT agrees to comply with 49 USC § 50101, which provides that Federal funds may
not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the
product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition
Regulation subpart 25.108; or is included in the Federal Aviation Administration Nationwide Buy
American Waivers Issued list.
SECTION 31. CIVIL RIGHTS - GENERAL (49 USC § 47123). CONSULTANT agrees that it will comply with pertinent statutes, Executive Orders and such rules
as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national
origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance.
This provision binds CONSULTANT from the Request for Qualifications solicitation period
through the completion of the Agreement. This provision is in addition to that required of Title VI
of the Civil Rights Act of 1964.
This provision also obligates CONSULTANT for the period during which Federal assistance is
extended to the Palo Alto Airport through the Airport Improvement Program, except where Federal
assistance is to provide, or is in the form of personal property; real property or interest therein;
structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods:
(a) the period during which the property is used by CITY or any transferee for a purpose for
which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or
(b) the period during which CITY or any transferee retains ownership or possession of the
property.
SECTION 32. TITLE VI ASSURANCES.
32.1 Compliance with Nondiscrimination Requirements. During the performance
of this Agreement, CONSULTANT, for itself, its assignees, and successors in interest (hereinafter
included in the term CONSULTANT) agrees, as follows:
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(a) Compliance with Regulations: CONSULTANT will comply with the Title VI List of
Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time
to time, which are herein incorporated by reference and made a part of this contract.
(b) Non-discrimination: CONSULTANT, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the
selection and retention of subconsultants, including procurements of materials and leases
of equipment. CONSULTANT will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations, including employment practices
when the Contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.
(c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment:
In all solicitations, either by competitive bidding, or negotiation made by CONSULTANT for work to be performed under a subcontract, including procurements of materials, or
leases of equipment, each potential subconsultant or supplier will be notified by
CONSULTANT of CONSULTANT’s obligations under this Agreement and the Acts and
the Regulations relative to non-discrimination on the grounds of race, color, or national
origin.
(d) Information and Reports: CONSULTANT will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by CITY or the Federal Aviation Administration to be pertinent to
ascertain compliance with such Acts, Regulations, and instructions. Where any
information required of CONSULTANT is in the exclusive possession of another who fails
or refuses to furnish the information, CONSULTANT will so certify to CITY or the
Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.
(e) Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the
non-discrimination provisions of this Agreement, CITY will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate,
including, but not limited to:
1. Withholding payments to CONSULTANT under the Agreement until CONSULTANT complies; and/or
2. Cancelling, terminating, or suspending the Agreement, in whole or in part.
(f) Incorporation of Provisions: CONSULTANT will include the provisions of paragraphs
30.1(a) through 30.1(f) in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Acts, the Regulations and directives issued
pursuant thereto. CONSULTANT will take action with respect to any subcontract or
procurement as CITY or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if
CONSULTANT becomes involved in, or is threatened with litigation by a subconsultant,
or supplier because of such direction, CONSULTANT may request CITY to enter into any
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litigation to protect the interests of CITY. In addition, CONSULTANT may request the
United States to enter into the litigation to protect the interests of the United States.
32.2 Title VI List of Pertinent Nondiscrimination Authorities.
During the performance of this Agreement, CONSULTANT, for itself, its assignees, and successors in interest (hereinafter included in the term CONSULTANT) agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:
(a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
(b) 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department
of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
(c) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
(d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27;
(e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
(f) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
(g) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of
the terms “programs or activities” to include all of the programs or activities of the Federal-
aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
(h) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
discrimination on the basis of disability in the operation of public entities, public and
private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;
(i) The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
(j) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income
populations;
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(k) Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (“LEP”). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs (70 Fed. Reg. at 74087 to 74100);
(l) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
SECTION 33. CLEAN AIR AND WATER POLLUTION CONTROL (49 CFR §
18.36(i)(12). CONSULTANT and subconsultants agree:
33.1. That any facility to be used in the performance of the Agreement or
subcontract or to benefit from the Agreement is not listed on the Environmental Protection Agency
(“EPA”) List of Violating Facilities;
33.2 To comply with all the requirements of Section 114 of the Clean Air Act, as
amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq. relating to inspection, monitoring, entry, reports, and information,
as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder;
33.3. That, as a condition for the award of this Agreement, CONSULTANT or
subcontractor will notify the awarding official of the receipt of any communication from the EPA,
indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; and
33.4. To include or cause to be included in any construction contract or subcontract
which exceeds $100,000 the aforementioned criteria and requirements.
SECTION 34. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS (2 CFR § 200 Appendix II(E)).
34.1. Overtime Requirements. No contractor or subcontractor contracting for any
part of the Agreement’s work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards,
in any workweek in which he or she is employed on such work to work in excess of forty hours in
such workweek unless such laborer or mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
34.2 Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of
any violation of the clause set forth in paragraph 34.1 above, CONSULTANT and any
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor
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and subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or a territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above,
in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages
required by the clause set forth in paragraph 32.1 above.
34.3 Withholding for Unpaid Wages and Liquidated Damages. The Federal
Aviation Administration or CITY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by CONSULTANT or subcontractor under any
such contract or any other Federal contract with the same prime contractor, or any other Federally-
assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph 34.2 above.
34.4 Subcontractors. CONSULTANT shall insert in any subcontracts the clauses
set forth in paragraphs 34.1 through 34.4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. CONSULTANT shall be responsible for compliance
by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 32.1
through 34.4 of this section.
SECTION 35. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (2 CFR Part 180 (Subpart C); 2 CFR Part 1200; DOT Order 4200.5).
35.1. Certificate Regarding Debarment and Suspension (Bidder or Offeror). By
submitting a Statement of Qualifications (”SOQ”) under CITY’s Request for Qualifications
solicitation, CONSULTANT certified that at the time it submitted its SOQ that neither it nor its principals were presently debarred or suspended by any Federal department or agency from
participation in this transaction.
35.2 Certification Regarding Debarment and Suspension (Successful Bidder
Regarding Lower Tier Participants). CONSULTANT, as the successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower
tier participant of a “covered transaction” under the Project is not presently debarred or otherwise
disqualified from participation in this federally assisted project. CONSULTANT will accomplish
this by:
(a) Checking the System for Award Management at website: http://www.sam.gov.
(b) Collecting a certification statement similar to the Certificate Regarding Debarment and
Suspension (Bidder or Offeror), above.
(c) Inserting a clause or condition in the covered transaction with the lower tier contract.
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If the Federal Aviation Administration later determines that a lower tier participant failed to tell a
higher tier that it was excluded or disqualified at the time it entered the covered transaction, the
Federal Aviation Administration may pursue any available remedy, including suspension and
debarment
.
SECTION 36. DISADVANTAGED BUSINESS ENTERPRISE (49 CFR Part 26).
36.1 Contract Assurance (§ 26.13). CONSULTANT or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.
CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT assisted contracts. Failure by CONSULTANT to carry out these
requirements is a material breach of this contract, which may result in the termination of this
contract or such other remedy, as the recipient deems appropriate.
36.1 Prompt Payment (§ 26.29). CONSULTANT agrees to pay each subcontractor
under this prime contract for satisfactory performance of its contract no later than {specify
number} days from the receipt of each payment CONSULTANT receives from {Name of
recipient}. CONSULTANT agrees further to return retainage payments to each subcontractor within {specify the same number as above} days after the subcontractor's work is satisfactorily
completed. Any delay or postponement of payment from the above referenced time frame may
occur only for good cause following written approval of the {Name of Recipient}. This clause
applies to both DBE and non-DBE subcontractors.
SECTION 37. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) (29 USC § 201, et seq.).
All contracts and subcontracts that result from the RFQ solicitation incorporate the following
provisions by reference, with the same force and effect as if given in full text. CONSULTANT has full responsibility to monitor compliance to the referenced statute or regulation. CONSULTANT
must address any claims or disputes that pertain to a referenced requirement directly with the
Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement Responsibilities
Federal Fair Labor Standards Act (29 USC
201)
U.S. Department of Labor – Wage and Hour
Division
SECTION 37. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (40 CFR Part 20, Appendix A). CONSULTANT certified by signing and submitting its SOQ, to the best of its
knowledge and belief, that:
37.1 No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, to any person for influencing or attempting to influence an officer or
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employee of an agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
37.2 If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying,” in accordance with its instructions.
These certifications are material representations of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
SECTION 38. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (20 CFR Part 1910). All contracts and subcontracts that result from this solicitation incorporate the following
provisions by reference, with the same force and effect as if given in full text. CONSULTANT
has full responsibility to monitor compliance to the referenced statute or regulation. CONSULTANT must address any claims or disputes that pertain to a referenced requirement
directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement
Responsibilities
Occupational Safety and Health Act of 1970
(20 CFR 1910)
U.S. Department of Labor – Occupational
Safety and Health Administration
SECTION 39. RIGHTS TO INVENTIONS (2 CFR § 200 Appendix II (F)).
All rights to inventions and materials generated under this Agreement are subject to requirements and regulations issued by the Federal Aviation Administration and CITY of the Federal grant under
which this Agreement is executed.
SECTION 40. TRADE RESTRICTION (49 CFR Part 30).
CONSULTANT or subcontractor, by submission of an offer and/or execution of a contract,
certifies that it:
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40.1 Is not owned or controlled by one or more citizens of a foreign country
included in the list of countries that discriminate against U.S. firms published by the Office of the
United States Trade Representative (“USTR”);
40.2 Has not knowingly entered into any contract or subcontract for this Project
with a person that is a citizen or national of a foreign country on said list, or is owned or controlled
directly or indirectly by one or more citizens or nationals of a foreign country on said list;
40.3 Has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to
certify to the above. If CONSULTANT knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation
Administration may direct through CITY cancellation of the Agreement at no cost to the Federal
Government.
Further, CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it will
incorporate this provision for certification without modification in each contract and in all lower
tier subcontracts. CONSULTANT may rely on the certification of a prospective subcontractor
unless it has knowledge that the certification is erroneous.
CONSULTANT shall provide immediate written notice to CITY if CONSULTANT learns that its
certification or that of a subcontractor was erroneous when submitted or has become erroneous by
reason of changed circumstances. The subcontractor agrees to provide written notice to
CONSULTANT if at any time it learns that its certification was erroneous by reason of changed
circumstances.
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CONTRACT No. C21178372B SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager (Required on contracts over
$85,000)
Purchasing Manager (Required on contracts
over $50,000) Contracts Administrator (Required on
contracts under $50,000)
APPROVED AS TO FORM:
__________________________
City Attorney or designee
(Required on Contracts over $25,000)
BURNS & MCDONNELL
ENGINEERING COMPANY, INC Officer 1
By:
Name: David G Yeamans, PE
Title: President / Aviation & Federal Group
Officer 2 (Required for Corp. or LLC)
By:
Name: Joelle Paracsi
Title: Assistant Secretary – Aviation & Federal Group
Attachments: EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: HOURLY RATE SCHEDULE EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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EXHIBIT “A” SCOPE OF SERVICES
Consultant shall provide on-call services at the Palo Alto Airport in connection with categories
associated with the airfield improvements identified on the ACIP: Design/Engineering and Grant Administration.
The Consultant will provide design/engineering services associated with taxiway, runway, and
roadway improvements at the Airport. Specific projects include:
Reconstruction Access Roads
AWOS III
Airfield Electrical Improvements
Runway and Taxiway Reconstruction and Drainage Design
The Consultant will also provide miscellaneous services as may be required by the City from
time to time including:
Assisting in project coordination with the FAA and the California Department of
Transportation, Division of Aeronautics (the “Division of Aeronautics”)
Assist the City with preparing necessary applications and documentation for FAA Airport Improvement Program (AIP) grant funding. Representing the City in discussions with the
FAA regarding work program, grant requirements, and project documentation.
Advising the City on FAA standards and guidelines for construction standards and
operational safety during construction.
Advertising and securing bids, attending pre-bid conferences, analyzing bid results,
negotiating services, and preparation for contract award documents.
Other design/engineering services and facilities planning as required.
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(Optional – for On Call Agreements only)
EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. ISSUE DATE Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO. 2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___
6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________
7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services to the schedule set forth in each task order.
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services,
additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the
CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses. CITY
shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses
for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $250 shall be approved in advance by the CITY’s project manager.
EXHIBIT “C-1”
SCHEDULE OF RATES
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Prevailing Wage (PW) & Staffl Year (R8te: S/Hr)
Ch8rge Classification I 2021 2022 2023 2024 2025
Inspection Rates
PW2/Consuuction Inspect°' 160 163 166 169 172
PW3/Geotectmical Driller,
Soils, Asphalt, Earthwor1c 150 153 156 159 162 Grading, Excavation, Backfill
and Environmental Sampling•
PW4/Aa and ICC 135 138 141 144 147
Personnel Rates
Principal/Supervisory
Engineer and Project 250 253 256 259 262
Manager
Project Engineer and 200 203 206 209 212 Supervisory Technician
Drafting 100 103 106 109 112
'These rates are assumed to tile most appbcable to thts proJect.
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ill R.E.Y. ENGI NEERS, INC.
Palo Alto Airport On-Call
2020 2021 2022 2023 2024 2025
Principal Manager -II $288 S297 $306 S315 S324 $334
Principal Manager -I $268 S276 $284 S293 $302 $311
Senior Engineer/Surveyor -V $258 S266 $274 S282 S290 $299
Senior Engineer/Surveyor -IV $243 S250 $258 $266 $273 $282
Senior Engineer/Surveyor -Ill $228 S235 $242 S249 S257 $264
Senior Engineer/Surveyor -II $213 $219 $226 S233 $240 $247
Senior Engineer/Surveyor -I $198 $204 $210 $216 $223 $230
Associate Engineer/Surveyor -V $185 $191 $196 S202 S208 $214
Associate Engineer/Su!Ve)'Or -IV $175 S180 $186 $191 S197 $203
Associate Engineer/Surveyor -Ill $165 S170 $175 S180 S186 $191
Associate Engineer/surveyor -II $155 S160 $164 $169 $174 $180
Associate Engineer/Surveyor -I $145 $149 $154 $158 S163 $168
Assistant Engineer/Surveyor -V $151 $156 $160 $165 $170 $175
Assistant Engineer/Surveyor -IV $141 $145 $150 $154 S159 $163
Assistant Engineer/Surveyor -Ill $131 S135 $139 $143 S147 $152
Assistant Engineer/Surveyor -II $121 $125 $128 $132 S136 $140
Assistant Engineer/Surveyor -I $111 Sl14 S118 $121 S125 $129
3-Person Survey Cfew $385 $397 $408 $421 $433 $446
2-Person survey Crew $295 $304 $313 $322 $332 $342
1-Person Survey Crew $190 $196 $202 $208 $214 $220
Senior LiDAR Specialist II $247 S254 $262 $270 S278 $286
Senior LiDAR Specialist $205 $211 $217 S224 $231 $238
LiDAR Technician -111 $179 S184 $190 $196 $201 $208
LiDAR Technician -II $164 $169 $174 $179 $185 $190
LiDAR Technician -1 $149 $153 $158 $163 $168 $173
Senior Technician -lll $173 S178 $184 $189 S195 $201
Senior Technician -II $158 $163 $168 $173 $178 $183
Senior Technician -1 $143 S147 $152 $156 S161 $166
Technician -Ill $123 S127 $130 $134 $138 $143
Technician -II $107 $110 $114 $117 S120 $124
Technician -I $92 $9S $98 $101 S104 $107
Project Coordimitor $125 $129 $133 S137 $141 $14S
Project Administrator $95 $98 $101 $104 $107 $110
TefTestrial l.J.DAR Scanning Equipment• $75 $75 $75 S7S $75 $7S
Mobile LiOAR Equipment• $600 $600 $600 $600 $600 $600
UAV (Drone) LiDAR Systen, .. $450 S4SO $450 S4SO S450 $450
•per hour
0 per project mght day
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $2,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT “E”
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement
with CONSULTANT without proof that CONSULTANT and its listed subcontractors are
registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854.
CITY provides notice to CONSULTANT of the requirements of California Labor Code section
1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of
any contract for public work, as defined in this chapter, unless currently registered and qualified
to perform public work pursuant to Section 1725.5. It is not a violation of this section for an
unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and
Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract
is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR.
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week, and the actual per diem
wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available
for inspection at all reasonable hours at the principal office of CONSULTANT and its listed
subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period,
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then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred
dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold
the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.
Inform the project manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also
provide notice to the project manager within five (5) business days of any change of location of
those payroll records.
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CITY OF PALO ALTO CONTRACT NO. C21178372C
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND C&S ENGINEERS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this Seventh day of December, 2020,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and C&S ENGINEERS, INC, a New York Corporation, located at 499
Col. Eileen Collins Boulevard, Syracuse, New York 13212 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to improve the facilities at the Palo Alto Airport (“Project”) and desires to
engage a consultant to provide various on-call services including construction management and
planning in connection with the Project (“Services”) as a result of the RFQ 178372 Palo Alto Airport On-Call Consulting Services.
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2025
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made
a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed One Million Five Hundred Thousand Dollars
($1,500,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this
Agreement. Any work performed or expenses incurred for which payment would result in a total
exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall email all invoices to the City’s project manager at
Michael.Luetgens@CityofPaloAlto.org. The City will generally process and pay invoices within
thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience to
perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to
perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or
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similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made
without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
to be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are:
LEAN Engineering
Padilla & Associates
HMMH Towill
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CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lance McIntosh
as the Project Principal to have supervisory responsibility for the performance, progress, and
execution of the Services. If circumstances cause the substitution of the project Principal, project
coordinator, or any other key personnel for any reason, the appointment of a substitute project Principal and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall
promptly remove personnel who CITY finds do not perform the Services in an acceptable manner,
are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Michael Luetgens, Public Works Department, Airport Division, 1925
Embarcadero Road, Palo Alto, CA 94303, Telephone:650-329-2687. The project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including
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all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys
fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any
manner related to performance or nonperformance by CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or
law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
"D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
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will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing
with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or
modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OF AGREEMENT. (2 CFR § 200 Appendix II (B))
19.1. CITY may, by written notice, suspend or terminate this Agreement, in
whole or in part, at any time, either for CITY’s convenience or because of failure to fulfill the Agreement obligations by giving ten (10) days prior written notice thereof to CONSULTANT.
Upon receipt of such notice, services must be immediately discontinued (unless the notice dictates
otherwise) and all materials as may have been accumulated in performing this contract, whether
completed or in progress, delivered to CITY.
19.2 If the termination is for the convenience of the CITY, an equitable
adjustment in the Agreement price will be made, but no amount will be allowed for anticipated
profit on unperformed services.
19.3. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY. Upon such suspension or termination,
CONSULTANT shall deliver to the City Manager immediately any and all copies of studies,
sketches, drawings, computations, and other data, whether or not completed, prepared by
CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY.
19.4. If the termination is due to failure to fulfill CONSULTANT’s obligations,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s
services which are of direct and immediate benefit to CITY, as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. CITY may take over the work and prosecute the same to completion by contract or otherwise. In such case the
CONSULTANT is liable to the CITY for any additional cost occasioned to the CITY thereby.
19.5. If, after notice of termination for failure to fulfill Agreement obligations, it is determined that the CONSULTANT had not so failed, the termination will be deemed to have been effected for the convenience of the CITY. In such event, adjustment in the Agreement price
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will be made as provided in paragraph 19.2.
19.6. The rights and remedies of the CITY provided in this section 19 are in
addition to any other rights and remedies provided by law or under this Agreement.
19.7 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on part of the CITY of any of its rights under this Agreement
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250 Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project principal at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents
required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
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penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated
by reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements:
(a) All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a
professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following
fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for
a portion of the fiscal year and funds for this Agreement are no longer available. This section shall
take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
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SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include
a public works construction project of more than $25,000, or the contract does not include a public
works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more
than $15,000.
OR
26.1 CONSULTANT is required to pay general prevailing wages as defined in
Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section
1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per
diem wages and the general rate for holiday and overtime work in this locality for each craft,
classification, or type of worker needed to execute the contract for this Project from the Director
of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the
Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage
rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including,
but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code
pertaining to prevailing wages.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
27.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties.
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27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants
of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will
be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
SECTION 28. ACCESS TO RECORDS AND REPORTS (2 CFR § 200.326 & 200.333). CONSULTANT must maintain an acceptable cost accounting system. CONSULTANT agrees to
provide CITY, the Federal Aviation Administration, and the Comptroller General of the United
States or any of their duly authorized representatives access to any books, documents, papers, and records of CONSULTANT, which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. CONSULTANT agrees to maintain all
books, records and reports required under this Agreement for a period of not less than three (3)
years after final payment is made and all pending matters are closed.
SECTION 29. BREACH OF CONTRACT TERMS (2 CFR § 200 Appendix II(A)). Any violation or breach of terms of this Agreement on the part of CONSULTANT or its
subconsultants or subcontractors may result in the suspension or termination of this Agreement or
such other action that may be necessary to enforce the rights of the parties of this Agreement. The
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duties and obligations imposed by the Agreement’s documents and the rights and remedies
available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and
remedies otherwise imposed or available by law.
SECTION 30. BUY AMERICA PREFERENCE (49 USC § 50101).
CONSULTANT agrees to comply with 49 USC § 50101, which provides that Federal funds may
not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced
in the United States, unless the Federal Aviation Administration has issued a waiver for the
product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition
Regulation subpart 25.108; or is included in the Federal Aviation Administration Nationwide Buy American Waivers Issued list.
SECTION 31. CIVIL RIGHTS - GENERAL (49 USC § 47123).
CONSULTANT agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national
origin, sex, age, or handicap be excluded from participating in any activity conducted with or
benefiting from Federal assistance.
This provision binds CONSULTANT from the Request for Qualifications solicitation period through the completion of the Agreement. This provision is in addition to that required of Title VI
of the Civil Rights Act of 1964.
This provision also obligates CONSULTANT for the period during which Federal assistance is
extended to the Palo Alto Airport through the Airport Improvement Program, except where Federal assistance is to provide, or is in the form of personal property; real property or interest therein;
structures or improvements thereon. In these cases the provision obligates the party or any
transferee for the longer of the following periods:
(a) the period during which the property is used by CITY or any transferee for a purpose for
which Federal assistance is extended, or for another purpose involving the provision of
similar services or benefits; or
(b) the period during which CITY or any transferee retains ownership or possession of the property.
SECTION 32. TITLE VI ASSURANCES.
32.1 Compliance with Nondiscrimination Requirements. During the performance of this Agreement, CONSULTANT, for itself, its assignees, and successors in interest (hereinafter included in the term CONSULTANT) agrees, as follows:
(a) Compliance with Regulations: CONSULTANT will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.
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(b) Non-discrimination: CONSULTANT, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the
selection and retention of subconsultants, including procurements of materials and leases
of equipment. CONSULTANT will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices
when the Contract covers any activity, project, or program set forth in Appendix B of 49
CFR part 21.
(c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by CONSULTANT
for work to be performed under a subcontract, including procurements of materials, or
leases of equipment, each potential subconsultant or supplier will be notified by
CONSULTANT of CONSULTANT’s obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national
origin.
(d) Information and Reports: CONSULTANT will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its facilities
as may be determined by CITY or the Federal Aviation Administration to be pertinent to
ascertain compliance with such Acts, Regulations, and instructions. Where any
information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish the information, CONSULTANT will so certify to CITY or the
Federal Aviation Administration, as appropriate, and will set forth what efforts it has made
to obtain the information.
(e) Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the
non-discrimination provisions of this Agreement, CITY will impose such contract
sanctions as it or the Federal Aviation Administration may determine to be appropriate,
including, but not limited to:
1. Withholding payments to CONSULTANT under the Agreement until
CONSULTANT complies; and/or
2. Cancelling, terminating, or suspending the Agreement, in whole or in part.
(f) Incorporation of Provisions: CONSULTANT will include the provisions of paragraphs
30.1(a) through 30.1(f) in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. CONSULTANT will take action with respect to any subcontract or
procurement as CITY or the Federal Aviation Administration may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided, that if
CONSULTANT becomes involved in, or is threatened with litigation by a subconsultant,
or supplier because of such direction, CONSULTANT may request CITY to enter into any litigation to protect the interests of CITY. In addition, CONSULTANT may request the
United States to enter into the litigation to protect the interests of the United States.
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32.2 Title VI List of Pertinent Nondiscrimination Authorities.
During the performance of this Agreement, CONSULTANT, for itself, its assignees, and
successors in interest (hereinafter included in the term CONSULTANT) agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:
(a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
(b) 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department
of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
(c) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
(d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
(e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
(f) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
(g) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-
aid recipients, sub-recipients and contractors, whether such programs or activities are
Federally funded or not);
(h) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and
private transportation systems, places of public accommodation, and certain testing entities
(42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation
regulations at 49 CFR parts 37 and 38;
(i) The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
(j) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income
populations;
(k) Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
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discrimination because of limited English proficiency (“LEP”). To ensure compliance with
Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs (70 Fed. Reg. at 74087 to 74100);
(l) Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
SECTION 33. CLEAN AIR AND WATER POLLUTION CONTROL (49 CFR § 18.36(i)(12). CONSULTANT and subconsultants agree:
33.1. That any facility to be used in the performance of the Agreement or
subcontract or to benefit from the Agreement is not listed on the Environmental Protection Agency (“EPA”) List of Violating Facilities;
33.2 To comply with all the requirements of Section 114 of the Clean Air Act, as
amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq. relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively,
and all other regulations and guidelines issued thereunder;
33.3. That, as a condition for the award of this Agreement, CONSULTANT or
subcontractor will notify the awarding official of the receipt of any communication from the EPA, indicating that a facility to be used for the performance of or benefit from the contract is under
consideration to be listed on the EPA List of Violating Facilities; and
33.4. To include or cause to be included in any construction contract or subcontract
which exceeds $100,000 the aforementioned criteria and requirements. SECTION 34. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT
REQUIREMENTS (2 CFR § 200 Appendix II(E)).
34.1. Overtime Requirements. No contractor or subcontractor contracting for any part of the Agreement’s work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic, including watchmen and guards,
in any workweek in which he or she is employed on such work to work in excess of forty hours in
such workweek unless such laborer or mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
34.2 Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of
any violation of the clause set forth in paragraph 34.1 above, CONSULTANT and any
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for
the District of Columbia or a territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
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including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above,
in the sum of $10 for each calendar day on which such individual was required or permitted to
work in excess of the standard workweek of forty hours without payment of the overtime wages
required by the clause set forth in paragraph 32.1 above.
34.3 Withholding for Unpaid Wages and Liquidated Damages. The Federal
Aviation Administration or CITY shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by CONSULTANT or subcontractor under any
such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities
of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph 34.2 above.
34.4 Subcontractors. CONSULTANT shall insert in any subcontracts the clauses
set forth in paragraphs 34.1 through 34.4 and also a clause requiring the subcontractor to include
these clauses in any lower tier subcontracts. CONSULTANT shall be responsible for compliance
by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 32.1
through 34.4 of this section. SECTION 35. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (2 CFR Part 180 (Subpart C); 2 CFR Part 1200; DOT Order 4200.5).
35.1. Certificate Regarding Debarment and Suspension (Bidder or Offeror). By submitting a Statement of Qualifications (”SOQ”) under CITY’s Request for Qualifications
solicitation, CONSULTANT certified that at the time it submitted its SOQ that neither it nor its
principals were presently debarred or suspended by any Federal department or agency from
participation in this transaction.
35.2 Certification Regarding Debarment and Suspension (Successful Bidder
Regarding Lower Tier Participants). CONSULTANT, as the successful bidder, by administering
each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower
tier participant of a “covered transaction” under the Project is not presently debarred or otherwise
disqualified from participation in this federally assisted project. CONSULTANT will accomplish this by:
(a) Checking the System for Award Management at website: http://www.sam.gov.
(b) Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above.
(c) Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to tell a higher tier that it was excluded or disqualified at the time it entered the covered transaction, the
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Federal Aviation Administration may pursue any available remedy, including suspension and
debarment
.
SECTION 36. DISADVANTAGED BUSINESS ENTERPRISE (49 CFR Part 26).
36.1 Contract Assurance (§ 26.13). CONSULTANT or subcontractor shall not
discriminate on the basis of race, color, national origin, or sex in the performance of this contract.
CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by CONSULTANT to carry out these
requirements is a material breach of this contract, which may result in the termination of this
contract or such other remedy, as the recipient deems appropriate.
36.1 Prompt Payment (§ 26.29). CONSULTANT agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than {specify
number} days from the receipt of each payment CONSULTANT receives from {Name of
recipient}. CONSULTANT agrees further to return retainage payments to each subcontractor
within {specify the same number as above} days after the subcontractor's work is satisfactorily
completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the {Name of Recipient}. This clause
applies to both DBE and non-DBE subcontractors.
SECTION 37. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM
WAGE) (29 USC § 201, et seq.). All contracts and subcontracts that result from the RFQ solicitation incorporate the following
provisions by reference, with the same force and effect as if given in full text. CONSULTANT has
full responsibility to monitor compliance to the referenced statute or regulation. CONSULTANT
must address any claims or disputes that pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement
Responsibilities
Federal Fair Labor Standards Act (29 USC
201)
U.S. Department of Labor – Wage and Hour
Division
SECTION 37. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (40 CFR Part 20, Appendix A). CONSULTANT certified by signing and submitting its SOQ, to the best of its knowledge and belief, that:
37.1 No Federal appropriated funds have been paid or will be paid, by or on behalf
of the bidder or offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the
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making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
37.2 If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying,” in accordance with its instructions.
These certifications are material representations of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
SECTION 38. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (20 CFR Part
1910).
All contracts and subcontracts that result from this solicitation incorporate the following
provisions by reference, with the same force and effect as if given in full text. CONSULTANT
has full responsibility to monitor compliance to the referenced statute or regulation.
CONSULTANT must address any claims or disputes that pertain to a referenced requirement
directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement
Responsibilities
Occupational Safety and Health Act of 1970
(20 CFR 1910)
U.S. Department of Labor – Occupational
Safety and Health Administration
SECTION 39. RIGHTS TO INVENTIONS (2 CFR § 200 Appendix II (F)). All rights to inventions and materials generated under this Agreement are subject to requirements
and regulations issued by the Federal Aviation Administration and CITY of the Federal grant under
which this Agreement is executed.
SECTION 40. TRADE RESTRICTION (49 CFR Part 30).
CONSULTANT or subcontractor, by submission of an offer and/or execution of a contract,
certifies that it:
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40.1 Is not owned or controlled by one or more citizens of a foreign country
included in the list of countries that discriminate against U.S. firms published by the Office of the
United States Trade Representative (“USTR”);
40.2 Has not knowingly entered into any contract or subcontract for this Project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled
directly or indirectly by one or more citizens or nationals of a foreign country on said list;
40.3 Has not procured any product nor subcontracted for the supply of any product
for use on the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to
certify to the above. If CONSULTANT knowingly procures or subcontracts for the supply of any
product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through CITY cancellation of the Agreement at no cost to the Federal
Government.
Further, CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower
tier subcontracts. CONSULTANT may rely on the certification of a prospective subcontractor
unless it has knowledge that the certification is erroneous.
CONSULTANT shall provide immediate written notice to CITY if CONSULTANT learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by
reason of changed circumstances. The subcontractor agrees to provide written notice to
CONSULTANT if at any time it learns that its certification was erroneous by reason of changed
circumstances.
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CONTRACT No. C21178372C SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager (Required on contracts over $85,000)
Purchasing Manager (Required on contracts
over $50,000)
Contracts Administrator (Required on
contracts under $50,000)
APPROVED AS TO FORM:
__________________________
City Attorney or designee (Required on Contracts over $25,000)
C&S ENGINEERS, INC.
Officer 1
By:
Name: Lance McIntosh
Title: Department Manager
Officer 2 (Required for Corp. or LLC)
By:
Name: Michael Hotaling
Title: Senior Vice President
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: HOURLY RATE SCHEDULE
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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EXHIBIT “A” SCOPE OF SERVICES
Consultant will provide on-call services at Palo Alto Airport in connection with categories associated with the airfield improvements identified on the ACIP: Planning and Construction
Management.
Consultant will perform all professional services consistent with the industry-accepted roles of
Construction Manager for the following projects:
Reconstruction Access Road
AWOS III
Airfield Electrical Improvements
Runway and Taxiway Reconstruction and Drainage Improvement
Consultant will provide planning services to assist Airport and City staff with preparation of the necessary technical detail and analyses involved with airport planning. Specific projects include:
ALP narrative with Aeronautical Survey
Business Plan
Consultant may provide other planning services as required.
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(Optional – for On Call Agreements only)
EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. ISSUE DATE Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO. 2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___
6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________
7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services according to the schedule set forth in each task order.
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services,
additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the
CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses. CITY
shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses
for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $250 shall be approved in advance by the CITY’s project manager.
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EXHIBIT “C-1” SCHEDULE OF RATES
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT “E”
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement
with CONSULTANT without proof that CONSULTANT and its listed subcontractors are
registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854.
CITY provides notice to CONSULTANT of the requirements of California Labor Code section
1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of
any contract for public work, as defined in this chapter, unless currently registered and qualified
to perform public work pursuant to Section 1725.5. It is not a violation of this section for an
unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and
Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract
is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR.
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week, and the actual per diem
wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available
for inspection at all reasonable hours at the principal office of CONSULTANT and its listed
subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period,
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then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred
dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold
the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.
Inform the project manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also
provide notice to the project manager within five (5) business days of any change of location of
those payroll records.
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CITY OF PALO ALTO CONTRACT NO. C21178372A
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CENTURION
PLANNING & DESIGN, LLC FOR PROFESSIONAL SERVICES
This Agreement is entered into on this Seventh day of December, 2020,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and CENTURION PLANNING & DESIGN LLC, a Texas Limited Liability Company, located at 69 N. Chadbourne St, San Angelo, TX 76903("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to improve the facilities at the Palo Alto Airport (“Project”) and desires to
engage a consultant to provide various on-call services in connection with the Project (“Services”)
as a result of the RFQ 178372 Palo Alto Airport On-Call Consulting Services as a result of the
RFQ 178372 Palo Alto Airport On-Call Consulting Services.
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2025
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made
a part of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed One Million Dollars ($1,000,000.00). CONSULTANT
agrees to complete all Basic Services, including reimbursable expenses, within this amount. The
applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE
SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall email all invoices to the City’s project manager at
Michael.Luetgens@CityofPaloAlto.org . The City will generally process and pay invoices within
thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience to
perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Huffman Broadway Group
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
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of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Molly Waller as
the Project Manager to have supervisory responsibility for the performance, progress, and
execution of the Services. If circumstances cause the substitution of the project manager, project coordinator, or any other key personnel for any reason, the appointment of a substitute project
manager and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall
promptly remove personnel who CITY finds do not perform the Services in an acceptable manner,
are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property.
CITY’s project manager is Michael Luetgens, Public Works Department, Airport Division, 1925
Embarcadero Road, Palo Alto, CA 94303, Telephone:650-329-2867, email:
Michael.Luetgens@cityofpaloalto.org . The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate
an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including
all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this
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Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including attorneys
fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any
manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or
law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
"D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY
as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-
ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s
Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
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days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OF AGREEMENT. (2 CFR § 200 Appendix II (B))
19.1. CITY may, by written notice, suspend or terminate this Agreement, in
whole or in part, at any time, either for CITY’s convenience or because of failure to fulfill the
Agreement obligations by giving ten (10) days prior written notice thereof to CONSULTANT.
Upon receipt of such notice, services must be immediately discontinued (unless the notice dictates
otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to CITY.
19.2 If the termination is for the convenience of the CITY, an equitable
adjustment in the Agreement price will be made, but no amount will be allowed for anticipated
profit on unperformed services.
19.3. CONSULTANT may terminate this Agreement or suspend its performance
of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY. Upon such suspension or termination,
CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by
CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in
connection with this Agreement. Such materials will become the property of CITY.
19.4. If the termination is due to failure to fulfill CONSULTANT’s obligations, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s
services which are of direct and immediate benefit to CITY, as such determination may be made
by the City Manager acting in the reasonable exercise of his/her discretion. CITY may take over
the work and prosecute the same to completion by contract or otherwise. In such case the
CONSULTANT is liable to the CITY for any additional cost occasioned to the CITY thereby. 19.5. If, after notice of termination for failure to fulfill Agreement obligations, it
is determined that the CONSULTANT had not so failed, the termination will be deemed to have
been effected for the convenience of the CITY. In such event, adjustment in the Agreement price
will be made as provided in paragraph 19.2. 19.6. The rights and remedies of the CITY provided in this section 19 are in
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addition to any other rights and remedies provided by law or under this Agreement.
19.7 No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on part of the CITY of any of its rights under this Agreement
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
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SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated
by reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following
zero waste requirements:
(a) All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise
approved by CITY’s Project Manager. Any submitted materials printed by a
professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following
fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of
this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include
a public works construction project of more than $25,000, or the contract does not include a public
works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
OR
26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section
1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor
Code of the State of California, the City Council has obtained the general prevailing rate of per
diem wages and the general rate for holiday and overtime work in this locality for each craft,
classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the
Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of
prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage
rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including,
but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
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27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will
be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
SECTION 28. ACCESS TO RECORDS AND REPORTS (2 CFR § 200.326 & 200.333).
CONSULTANT must maintain an acceptable cost accounting system. CONSULTANT agrees to
provide CITY, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and
records of CONSULTANT, which are directly pertinent to the specific contract for the purpose of
making audit, examination, excerpts and transcriptions. CONSULTANT agrees to maintain all
books, records and reports required under this Agreement for a period of not less than three (3) years after final payment is made and all pending matters are closed.
SECTION 29. BREACH OF CONTRACT TERMS (2 CFR § 200 Appendix II(A)).
Any violation or breach of terms of this Agreement on the part of CONSULTANT or its subconsultants or subcontractors may result in the suspension or termination of this Agreement or such other action that may be necessary to enforce the rights of the parties of this Agreement. The
duties and obligations imposed by the Agreement’s documents and the rights and remedies
available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and
remedies otherwise imposed or available by law.
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SECTION 30. BUY AMERICA PREFERENCE (49 USC § 50101).
CONSULTANT agrees to comply with 49 USC § 50101, which provides that Federal funds may
not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced
in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition
Regulation subpart 25.108; or is included in the Federal Aviation Administration Nationwide Buy
American Waivers Issued list.
SECTION 31. CIVIL RIGHTS - GENERAL (49 USC § 47123). CONSULTANT agrees that it will comply with pertinent statutes, Executive Orders and such rules
as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national
origin, sex, age, or handicap be excluded from participating in any activity conducted with or
benefiting from Federal assistance.
This provision binds CONSULTANT from the Request for Qualifications solicitation period
through the completion of the Agreement. This provision is in addition to that required of Title VI
of the Civil Rights Act of 1964.
This provision also obligates CONSULTANT for the period during which Federal assistance is
extended to the Palo Alto Airport through the Airport Improvement Program, except where Federal
assistance is to provide, or is in the form of personal property; real property or interest therein;
structures or improvements thereon. In these cases the provision obligates the party or any
transferee for the longer of the following periods:
(a) the period during which the property is used by CITY or any transferee for a purpose for
which Federal assistance is extended, or for another purpose involving the provision of
similar services or benefits; or
(b) the period during which CITY or any transferee retains ownership or possession of the
property.
SECTION 32. TITLE VI ASSURANCES.
32.1 Compliance with Nondiscrimination Requirements. During the performance
of this Agreement, CONSULTANT, for itself, its assignees, and successors in interest (hereinafter
included in the term CONSULTANT) agrees, as follows:
(a) Compliance with Regulations: CONSULTANT will comply with the Title VI List of
Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time
to time, which are herein incorporated by reference and made a part of this contract.
(b) Non-discrimination: CONSULTANT, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the
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selection and retention of subconsultants, including procurements of materials and leases
of equipment. CONSULTANT will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations, including employment practices
when the Contract covers any activity, project, or program set forth in Appendix B of 49
CFR part 21.
(c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment:
In all solicitations, either by competitive bidding, or negotiation made by CONSULTANT
for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subconsultant or supplier will be notified by
CONSULTANT of CONSULTANT’s obligations under this Agreement and the Acts and
the Regulations relative to non-discrimination on the grounds of race, color, or national
origin.
(d) Information and Reports: CONSULTANT will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its facilities
as may be determined by CITY or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any
information required of CONSULTANT is in the exclusive possession of another who fails
or refuses to furnish the information, CONSULTANT will so certify to CITY or the
Federal Aviation Administration, as appropriate, and will set forth what efforts it has made
to obtain the information.
(e) Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the
non-discrimination provisions of this Agreement, CITY will impose such contract
sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:
1. Withholding payments to CONSULTANT under the Agreement until
CONSULTANT complies; and/or
2. Cancelling, terminating, or suspending the Agreement, in whole or in part.
(f) Incorporation of Provisions: CONSULTANT will include the provisions of paragraphs 30.1(a) through 30.1(f) in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Acts, the Regulations and directives issued
pursuant thereto. CONSULTANT will take action with respect to any subcontract or
procurement as CITY or the Federal Aviation Administration may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided, that if CONSULTANT becomes involved in, or is threatened with litigation by a subconsultant,
or supplier because of such direction, CONSULTANT may request CITY to enter into any
litigation to protect the interests of CITY. In addition, CONSULTANT may request the
United States to enter into the litigation to protect the interests of the United States.
32.2 Title VI List of Pertinent Nondiscrimination Authorities.
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During the performance of this Agreement, CONSULTANT, for itself, its assignees, and
successors in interest (hereinafter included in the term CONSULTANT) agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:
(a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);
(b) 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department
of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
(c) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
(d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
(e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
(f) Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
(g) The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of
the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are
Federally funded or not);
(h) Titles II and III of the Americans with Disabilities Act of 1990, which prohibit
discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities
(42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation
regulations at 49 CFR parts 37 and 38;
(i) The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
(j) Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income
populations;
(k) Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (“LEP”). To ensure compliance with
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Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs (70 Fed. Reg. at 74087 to 74100);
(l) Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
SECTION 33. CLEAN AIR AND WATER POLLUTION CONTROL (49 CFR §
18.36(i)(12).
CONSULTANT and subconsultants agree:
33.1. That any facility to be used in the performance of the Agreement or
subcontract or to benefit from the Agreement is not listed on the Environmental Protection Agency
(“EPA”) List of Violating Facilities;
33.2 To comply with all the requirements of Section 114 of the Clean Air Act, as
amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq. relating to inspection, monitoring, entry, reports, and information,
as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder;
33.3. That, as a condition for the award of this Agreement, CONSULTANT or
subcontractor will notify the awarding official of the receipt of any communication from the EPA,
indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; and
33.4. To include or cause to be included in any construction contract or subcontract
which exceeds $100,000 the aforementioned criteria and requirements.
SECTION 34. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS (2 CFR § 200 Appendix II(E)).
34.1. Overtime Requirements. No contractor or subcontractor contracting for any
part of the Agreement’s work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards,
in any workweek in which he or she is employed on such work to work in excess of forty hours in
such workweek unless such laborer or mechanic receives compensation at a rate not less than one
and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
34.2 Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of
any violation of the clause set forth in paragraph 34.1 above, CONSULTANT and any
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor
and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above,
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in the sum of $10 for each calendar day on which such individual was required or permitted to
work in excess of the standard workweek of forty hours without payment of the overtime wages
required by the clause set forth in paragraph 32.1 above.
34.3 Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or CITY shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by CONSULTANT or subcontractor under any
such contract or any other Federal contract with the same prime contractor, or any other Federally-
assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities
of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph 34.2 above.
34.4 Subcontractors. CONSULTANT shall insert in any subcontracts the clauses set forth in paragraphs 34.1 through 34.4 and also a clause requiring the subcontractor to include
these clauses in any lower tier subcontracts. CONSULTANT shall be responsible for compliance
by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 32.1
through 34.4 of this section.
SECTION 35. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (2 CFR Part 180 (Subpart C); 2 CFR Part 1200; DOT Order 4200.5).
35.1. Certificate Regarding Debarment and Suspension (Bidder or Offeror). By
submitting a Statement of Qualifications (”SOQ”) under CITY’s Request for Qualifications solicitation, CONSULTANT certified that at the time it submitted its SOQ that neither it nor its
principals were presently debarred or suspended by any Federal department or agency from
participation in this transaction.
35.2 Certification Regarding Debarment and Suspension (Successful Bidder Regarding Lower Tier Participants). CONSULTANT, as the successful bidder, by administering
each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower
tier participant of a “covered transaction” under the Project is not presently debarred or otherwise
disqualified from participation in this federally assisted project. CONSULTANT will accomplish
this by:
(a) Checking the System for Award Management at website: http://www.sam.gov.
(b) Collecting a certification statement similar to the Certificate Regarding Debarment and
Suspension (Bidder or Offeror), above. (c) Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to tell a
higher tier that it was excluded or disqualified at the time it entered the covered transaction, the Federal Aviation Administration may pursue any available remedy, including suspension and debarment
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.
SECTION 36. DISADVANTAGED BUSINESS ENTERPRISE (49 CFR Part 26).
36.1 Contract Assurance (§ 26.13). CONSULTANT or subcontractor shall not
discriminate on the basis of race, color, national origin, or sex in the performance of this contract.
CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT assisted contracts. Failure by CONSULTANT to carry out these
requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate.
36.1 Prompt Payment (§ 26.29). CONSULTANT agrees to pay each subcontractor
under this prime contract for satisfactory performance of its contract no later than {specify
number} days from the receipt of each payment CONSULTANT receives from {Name of recipient}. CONSULTANT agrees further to return retainage payments to each subcontractor
within {specify the same number as above} days after the subcontractor's work is satisfactorily
completed. Any delay or postponement of payment from the above referenced time frame may
occur only for good cause following written approval of the {Name of Recipient}. This clause
applies to both DBE and non-DBE subcontractors.
SECTION 37. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) (29 USC § 201, et seq.).
All contracts and subcontracts that result from the RFQ solicitation incorporate the following provisions by reference, with the same force and effect as if given in full text. CONSULTANT has
full responsibility to monitor compliance to the referenced statute or regulation. CONSULTANT
must address any claims or disputes that pertain to a referenced requirement directly with the
Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement
Responsibilities
Federal Fair Labor Standards Act (29 USC
201)
U.S. Department of Labor – Wage and Hour
Division
SECTION 37. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (40 CFR Part
20, Appendix A). CONSULTANT certified by signing and submitting its SOQ, to the best of its
knowledge and belief, that: 37.1 No Federal appropriated funds have been paid or will be paid, by or on behalf
of the bidder or offeror, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
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agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
37.2 If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
Lobbying,” in accordance with its instructions.
These certifications are material representations of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
SECTION 38. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (20 CFR Part 1910).
All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference, with the same force and effect as if given in full text. CONSULTANT
has full responsibility to monitor compliance to the referenced statute or regulation.
CONSULTANT must address any claims or disputes that pertain to a referenced requirement
directly with the Federal Agency with enforcement responsibilities.
Requirement Federal Agency with Enforcement Responsibilities
Occupational Safety and Health Act of 1970
(20 CFR 1910)
U.S. Department of Labor – Occupational
Safety and Health Administration
SECTION 39. RIGHTS TO INVENTIONS (2 CFR § 200 Appendix II (F)). All rights to inventions and materials generated under this Agreement are subject to requirements
and regulations issued by the Federal Aviation Administration and CITY of the Federal grant under
which this Agreement is executed.
SECTION 40. TRADE RESTRICTION (49 CFR Part 30). CONSULTANT or subcontractor, by submission of an offer and/or execution of a contract,
certifies that it:
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40.1 Is not owned or controlled by one or more citizens of a foreign country
included in the list of countries that discriminate against U.S. firms published by the Office of the
United States Trade Representative (“USTR”);
40.2 Has not knowingly entered into any contract or subcontract for this Project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled
directly or indirectly by one or more citizens or nationals of a foreign country on said list;
40.3 Has not procured any product nor subcontracted for the supply of any product
for use on the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance
with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to
certify to the above. If CONSULTANT knowingly procures or subcontracts for the supply of any
product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through CITY cancellation of the Agreement at no cost to the Federal
Government.
Further, CONSULTANT agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower
tier subcontracts. CONSULTANT may rely on the certification of a prospective subcontractor
unless it has knowledge that the certification is erroneous.
CONSULTANT shall provide immediate written notice to CITY if CONSULTANT learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by
reason of changed circumstances. The subcontractor agrees to provide written notice to
CONSULTANT if at any time it learns that its certification was erroneous by reason of changed
circumstances.
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CONTRACT No. C21178372A
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager (Required on contracts over
$85,000)
APPROVED AS TO FORM:
__________________________
City Attorney or designee
(Required on Contracts over $25,000)
CENTURION PLANNING & DESIGN, LLC
Officer 1
By:
Name: Molly Waller
Title: CEO and Principal Planner
Officer 2 (Required for Corp. or LLC)
By:
Name: David Alexander
Title: COO
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: HOURLY RATE SCHEDULE
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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EXHIBIT “A” SCOPE OF SERVICES
Consultant will provide on-call services at the Palo Alto Airport in connection with categories
associated with the airfield improvements identified on the ACIP: Environmental Services
The Consultant will provide environmental support services to assist Airport and City staff with
preparation of the necessary technical detail and analysis to prepare environmental
documentation required under the California Environmental Quality Act (CEQA) and National
Environmental Policy Act (NEPA). In particular, the City anticipates the need to prepare environmental reviews for the airfield improvement projects identified on the ACIP. Specific
projects include:
Environmental Assessment of Runway and Taxiway Reconstruction and Drainage Improvements
Environmental Assessment of Reconstruction of Access Roads
The Consultant will also provide other environmental services as may be required by the City from time to time such as but not limited to the Wildlife Hazard Management Plan update.
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EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel
required by this Task Order as described below.
CONTRACT NO. ISSUE DATE
Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________
COST CENTER_________________COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITYPROJECTMANAGER’S NAME/DEPARTMENT______________________________________
7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services according to the schedule set forth in each task order.
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all services,
additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding
the maximum amount of compensation set forth in this Agreement shall be at no cost to the
CITY.
REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses. CITY
shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $250.00 shall be approved in advance
by the CITY’s project manager.
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EXHIBIT “C-1” HOURLY RATE SCHEDULE
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT “E”
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement
with CONSULTANT without proof that CONSULTANT and its listed subcontractors are
registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854.
CITY provides notice to CONSULTANT of the requirements of California Labor Code section
1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of
any contract for public work, as defined in this chapter, unless currently registered and qualified
to perform public work pursuant to Section 1725.5. It is not a violation of this section for an
unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and
Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract
is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR.
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week, and the actual per diem
wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available
for inspection at all reasonable hours at the principal office of CONSULTANT and its listed
subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period,
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then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred
dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold
the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.
Inform the project manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also
provide notice to the project manager within five (5) business days of any change of location of
those payroll records.
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