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HomeMy WebLinkAbout1998-05-26 City Council (8)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 7 FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE:MAY 26, 1998 CMR: 245:98 SUBJECT:RINCONADA POOL SITE IMPROVEMENTS PROJECT CIP 19406 BUDGET AMENDMENT ORDINANCE IN THE AMOUNT OF $650,000, AND AWARD OF CONTRACT WITH NADAR, INC. REPORT IN BRIEF The report recommends approval of a Budget Amendment Ordinance for $650,000, and an award of contract in the amount of $1,347,000 to Nadar, Inc., for the Rinconada Pool Site Improvements project. On March 24, 1997, Council approved a change to the scope of work for the Rinconada Pool Site Improvements project to include replacement of the Children’s Pool due to structural problems discovered during the design phase. The project will also address various health, safety, and operational concems at the site including the replacement of the existing pool deck, replacement of deteriorated piping, replastering the Adult Pool, and expansion of the pool facility to provide equipment storage and workout space for community swim groups. If approved, construction will begin midsummer, 1998 and will take approximately four months to complete. CMR:245:98 Page 1 of 5 RECOMMENDATION Staff recommends that Council: Approve a Budget Amendment Ordinance in the amount of $650,000 from the Budget Stabilization Reserve to provide the necessary funding for the construction phase of the Rinconada Pool Site Improvements project, CIP 19406. Approve and authorize the Mayor to execute the attached contract with Nadar, Inc. in the amount of $1,347,000 for the Rinconada Pool Site Improvements Project, CIP 19406. Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract with Nadar, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $203,000. BACKGROUND The Rinconada Pool Site Improvements project was originally funded to correct various health and safety concerns at the site including the repair or replacement of the existing deck around both pools, replacement of deteriorated piping, replastering both pools, minor modifications to the locker room areas, lighting and electrical upgrades, and modifications to the public address system. The project also included expansion of the pool facility to provide equipment storage and workout space for community swim groups. Repairs to the Children’s Pool were included to correct problems caused by uneven settling of the pool, provide proper water circulation to meet current Santa Clara County Health Department standards, and to comply with the Americans with Disabilities Act (ADA). During the design phase, through soils and material testing, it was determined that the Children’s Pool was structurally unsound. The consultant recommended replacement of the pool. Based on the consultant’s preliminary cost estimate for the additional work, staff requested additional funding of $400,000. On March 24, 1997, Council approved the amended project scope of work and a Budget Amendment Ordinance (BAO) for $400,000. A protracted interval ensued before staff could return to Council for approval ofthe consultant’s amendment due to the consultant’s delay in providing the necessary documents. On November 10, 1997, Council approved the amended consultant scope of work. DISCUSSION The design phase, including the amended scope of work, all reviews and permits, was completed in December 1997, and the project was put out to bid in February 1998. Two bids were received on March 3, 1998. The two bids receiv.ed exceed the current project budget. The cost of the project escalated due to several factors. First, the timing of the bid process and second, the short construction period required in the specifications contributed to the CMR:245:98 Page 2 of 5 low number of bidders and resulting higher cost. Some contractors not submitting bids indicated that they had already accepted work for the summer construction season, and one contractor said that the project location was too far to be profitable. The ’specified four- month construction period, which will result in overtime and premium costs, coupled with a high liquidated damages cost to assure use of the pool late in the swim season, contributed to the higher cost of the project. The higher project cost also resulted from concern over weather and soil conditions, coupled with the anticipated spring start date. Contractors were required to provide in their bid the precautionary methods to be used during construction. These include methods to keep the site de-watered, drainage methods established to move water away from the site, and precautionary methods to keep the pool from lifting due to a high ground water table. The above factors combined to negatively effect the bid price. Due to the noted delays in the process, including the necessity for a BAO, the anticipated pool opening this summer will no longer be feasible. The architect’s estimate for the project at the time of bidding, was $1,026,000, which is $127,000 higher than the preliminary estimate, upon which the earlier $400,000 BAO was based. Further, the architect’s estimate is $320,100 less than the low bid, and does not include funding for change orders. Although the cost of the project has increased due to the above circumstances, staff recommends that Council fund the project with all add alternates. The project has already been delayed several years due to staffing shortages, the backlog of work, and changes and additions to the scope of work. During this time, the pools and the site have continued to deteriorate to the point where the Children’s Pool is no longer usable. The deck around the pools and the Adult Pool coping and plaster are also in poor condition and continue to present safety concerns. The public has been notified of the pool closure this summer, and arrangements have been made to relocate the pool programs. If funding is approved at this time, construction will begin approximately July 1, 1998,_and will be completed in four months. Summer swim schedule/relocation ofprogams Community Services has arranged for Rinconada’s programs to be relocated. Attachment "A" reflects Rinconada’s standard summer pool schedule. Attachments "B-D" indicate how the Rinconada programs will be scheduled at Gunn, Jane Lathrop Stanford (JLS), and Jordan pools to accommodate recreational swimming, adult conditioning, and other classes and programs. Recreational swim hours at Jordan pool have been adjusted to reflect Rinconada’s old schedule. In the past, each of the school pools was open for only one weekend day. Both Jordan and Gunn will be open both Saturdays and Sundays for recreational swimming. The Mitchell Park wading pool will be open daily from May 2-September 30. This will provide an alternate site for preschoolers. Lap swim has been added to Jordan pool and Gunn’s lap CMR:245:98 Page 3 of 5 swim hours have been increased. With this schedule, more lap swim hours will be provided this year than usually provided at Rinconada. Seventy percent of the summer day camp rental groups have been accommodated. The schedule does not accommodate the preschool groups. The Palo Alto Swim Club and the Master’s group will be partially accommodated at JLS and Gunn. They will also be renting additional workout space at other pools.. These schedules have been arranged and posted (Attachment "E") by Community Services to allow the user groups to plan for the summer swim season. Bid Process A notice inviting formal bids for the construction phase of the Rinconada Pool Site Improvement Project was sent to five builders’ exchanges and eight contractors on February 2, 1998. The bidding period was 29 days. A pre-bid meeting was held on February 18, 1998; five contractors attended the meeting. Only two bids were received from qualified contractors on March 3, 1998, as listed on the attached bid summary (Attachment F). Bids ranged from a high of $1,465.200 to a low bid of $1,347,000. Contractors not responding indicated that they did not submit a bid because they had already accepted other projects for the summer construction season, and one contractor said that the project location was too far to be profitable. Staffhas reviewed all bids submitted and recommends that the bid of $1,347,000 submitted by Nadar, Inc. be accepted and that Nadar, Inc. be declared the lowest responsible bidder. The bid is 31 percent above the architect’s estimate of $1,026,900. The change order amount of $203,000, which equals 15 percent of the total contract, is requested for unforeseen conditions such as unexpected soil conditions found during excavation that may require additional site work. The project as bid includes six add alternates. These include new diving boards and stands, ceramic tile floors in the dressing rooms, new heaters in the dressing rooms, gates to separate the two pool areas, and cabanas to provide shade for the pool deck area. These are minor additions to the project totaling $61,000. At a minimum, the diving stands will require replacement with the project. The other items, although minor, provide amenities to the public, and therefore, are recommended for funding with the full project. Staff checked references supplied by the contractor for previous work performed and found no significant complaints. Staffalso checked with the Contractor’s State License Board and found that the contractor has an active license on file. ALTERNATIVES TO STAFF RECOMMENDATION The alternative to funding the project at this time is to reject the bids, and rebid the project for construction next spring and summer. With this alternative, the Adult Pool will operate this summer, but the Children’s Pool will remain closed. Staff does not recommend this option as the Children’s Pool would then be unavailable for two summer seasons rather than one. CMR:245:98 Page 4 of 5 RESOURCE IMPACT A balance of $960,000 is currently available for this project in Capital Improvement Project 19406, Rinconada Pool hnprovements. From this amount, $60,000 is designated for soil and material testing during construction and an on-site inspector, leaving $900,000 for construction. If approved, $650,000 from the Budget Stabilization Reserve will be used for construction and to provide a 15 percent contingency. POLICY IMPLICATIONS This report does not represent any change to existing City policies. TIME LINE Pending Council approval of the BAO and agreement with Nadar, Inc., the following is the anticipated time line: Construction start July 1, 1998 Construction completes October 30, 1998 ENVIRONMENTAL REVIEW This project is categorically exempt from Califomia Environmental Quality Act. ATTACHMENTS Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Attachment F: Attachment G: Attachment H: Rinconada Pool Schedule Gunn Pool Schedule Jane Lathrop Stanford Pool Schedule Jordan Pool Schedule City of Palo Alto Recreation Brochure Bid Summary Budget Amendment Ordinance Contract PREPARED BY:Karen Smith, Facilities Manager Annabel ~/[and’ ~. re/~2 upez~~__ DEPARTMENT HEAD: .... OLENN S. ROBERTS ~ Director Of Public Works PAUL THILTGEN )~unity Services CITY MANA6ER APPROVAL: ( ~I~E~~" ~City Manag~ CMR:245:98 Page 5-of 5 ATTACHM:ENT A ATTACHMENT B 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 : ATTACHMENT C ATTACHR4ENT D 00 ATTACHMENT E PaloAito Ci#y of Palo Alto ~Recreation Depar~ent 1305 Middlefield Road ~.,:r.a~,, Palo Alto, CA 94301 b b o00o000 0 0 00oo ATTACHMENT F m o o b b b , o b b0000o00000000o00ooboobbo00000000 00 00 ~o o ~~.~o .q o o o .~b o o b b o b o o o o o000000000000 o0 00 0 000 0 0 0 o o bo00000 0 I,o ~o ~ ~b b b Z ~ o ORDINANCE NO. ATTACHMENT ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 1997-98 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $650,000 FOR CAPITAL IMPROVEMENT PROJECT NUMBER 19406, RINCONADA POOL SITE IMPROVEMENTS WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 23, 1997 did adopt a budget for fiscal year 1997-98; and WHEREAS, the Rinconada Pool Site Improvements CIP Project 19406 was created to address health and safety concerns and to comply with the Americans with Disabilities Act (ADA); and WHEREAS, during the design phase it was determined that the children’s-pool was structurally unsound and needed replacement; and WHEREAS, due to a variety of factors, including the timing of the project and its complexity, the lowest responsible bid is higher than the engineer’s estimate; and WHEREAS, an additional $650,000 is needed to fully fund this project, for completion by the end of the Summer of 1998, and such" funds are available in the General Fund; and WHEREAS, City Council authorization is needed to amend the 1997-98 budget as hereinafter set forth. NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: ~. The sum of Six Hundred Fifty Thousand Dollars ($650,000) is hereby appropriated to Capital Improvement Project No.19406, Rinconada Pool Site Improvements, and the BudgetStabilization Reserve is correspondingly reduced. SECTION 2. This transaction will reduce the Stabilization Reserve from $15,864,959 to $15,214,959. Budget SECTION 3. As specified in Section 2.28.080]a) ’of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. SECTION 4. This project has been determined to be categorically exempt under Section 15302 of the California Environmental Quality Act. SECTION 5. As provided in Section 2.04.350 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: .ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM:City Manager Senior Asst. City Attorney Director of Services Administrative Director of Public Works Director of Community Services ATTACHMENT H FORMAL CONTRACT CONTRACT SECTION 500 (Public Work) Public Works Department This Contract, dated x..__~__, is entered into by and between the City of Palo Alto, a chartered city and a municipal corporation of the State of California ("City") , and Nadar, Inc., a California Corporation, ("Contractor"). For and in consideration of the covenants, terms, and conditions ("the provisions") of this Contract, City and Contractor ("the parties") agree: Term. This Contract shall commence and be binding on the parties on the Date of Execution of this Contract, and shall expire on the date of recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made hereunder, subject to the earlie’r. termination of this Contract. General Scope of Project and Work. Contractor shall furnish labor, services, materials and equipment in connection with the construction of the Project and complete the Work in accordance with the covenants, terms and conditions of this Contract to the satisfaction of City. The Project and Work is generally described as follows: PROJECT TITLE:Rinconada Pool Renovation Project Invitation For Bids (IFB) # 101664 Base Bid:$1,347,000.00 o Contract Documents. This Contract shall consist of the documents set forth below, which are on file with the City Clerk and are hereby incorporated by reference. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, these documents and the provisions thereof are set forth in the following descending order of precedence. g. h. I.j. k. I. This Contract. Notice Inviting’Formal Bids. Project Specifications. Drawings. Change Orders. Bid. Supplementary Conditions. General Conditions. Standard Drawings and Specifications (1992), Certificate of Insurance, Performance Bond, Labor & Materials (Payment) Bond. Affirmative Action Guidelines and Compliance Report. Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the Standard Drawings and Specifications (1992). Any other document not expressly mentioned herein which is issued by City or entered into by the CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 1 OF 8 L FORMAL CONTRACT SECTION 500 parties. Compensation. In consideration of Contractor’s performance of its obligations hereunder, City shall pay to Contractor the amount set forth in Contractor’s Bid in accordance with the provisions of this Contract and upon the receipt of written invoices and all necessary supPorting documentation within the time set forth in the Contract Specifications and the Standard Drawings and Specifications (1992), or, if no time is stated, within thirty (30) Days of the date of receipt of Contractor’s invoices. Insurance. On or before the Date of Execution, Contractor shall obtain and maintain the policies of insurance coverage described in the Notice Inviting Formal Bids on terms and conditions and in amounts as may be required by the Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property or the personal property of any person performing labor or services or supplying materials or equipment under the Project. Contractor shall furnish City with the certificates of insurance and with original endorsements affecting coverage required under this Contract on or before the Date of Execution. The certificates and endorsements for each insurance policy shall be signed by a person who is authorized by that insurer to bind coverage in its behalf. Proof of insurance shall be mailed to the Project Manager to the address set forth in Section 15 of this Contract. Indemnification. Contractor agrees to protect, defend, indemnify and hold City, its Council members, officers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs, expenses, liens, penalties, suits, or judgments, arising, in whole or in part, directly or indirectly, at any time from any injury to or death of persons or damage to property as a result of the willful acts or the negligent acts or omissions of Contractor, or which results from Contractor’s noncompliance with any Law respecting the condition, use, occupation or safety of the Project site, or any part thereof, or which arises from Contractor’s failure to do anything required under this Contract or for doing anything which Contractor is required not to do under this Contract, or which arises from conduct for which any Law may impose strict liability on Contractor in the performance of or failure to perform the provisions of this Contract, except as may arise from the sole willful acts or negligent acts or omissions of City or any of its Council members, officers, employees, agents or representatives. This indemnification shall extend to any and all claims, demands, or liens made or filed by reason of any work performed by Contractor under this Contract at any time during the term of this Contract, or arising thereafter. To the extent Contractor will use hazardous materials in connection with the execution 0f its obligations under this Contract, Contractor further expressly agrees to protect, indemnify, hold harmless and defend City, its City Council members, officers and employees from and against any and all claims, demands, liabilities, losses, damages, costs, expenses, liens, penalties, suits, or judgments City may incur, arising, in whole or in part, in connection with or as-a result of Contractor’s willful acts or negligent acts or omissions under this Contract, under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § §9601-6975, as amended); the Resource Conservation and Recovery Act (42 U.S.C. § §6901-6992k, as amended); the Toxic Substances Control Act (15 U.S.C. §§2601-2692, as amended); the Carpenter-Presley-Tanner Hazardous Substance Account Act (Health & Safety Code, §§25300-25395, as amended); the Hazardous Waste Control Law (Health & Safety Code, §§25100- 25250.25, as amended); the Safe Drinking Water and Toxic Enforcement Act (Health & Safety Code, § §25249.5-25249.13, as amended); the Underground Storage of Hazardous Substances Act (Health & Safety Code, § §25280-25299.7, as amended); or under any other local, state or federal law, statute or ordinance, or at common law. 7.AssumPtion of Risk. Contractor agrees to voluntarily assume any and all risk of loss, damage, or injury to the property of Contractor which may occur in, on, or about the Project site at any time and in any manner, CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 2 OF 8 FORMAL CONTRACT SECTION 500 excepting such loss, injury, or damage as may be caused by the sole willful act or negligent act or omission of City or any of its Council members, officers, employees, agents or representatives. o Waiver. The acceptance of any payment or performance, or any part thereof, shall not operate as a waiver by City of its rights under this Contract. A waiver by City of an~ breach of any part or provision of this Contract by Contractor shall, not operate as a waiver or continuing waiver of any subsequent breach of the same or any other provision, nor shall any custom or practice which may arise between the parties in the administration of any part or provision of this Contract be construed to waive or to lessen the right of City to insist upon the performance of Contractor in strict compliance with the covenants, terms and conditions of this Contract. Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bond or fire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued pursuant to any Law of any public agency or official as well as with any provision of all recorded documents affecting the Project site, insofar as any are required by reason of the use or occupancy of the Project site, and with all Laws pertaining to nondiscrimination and affirmative action in employment and hazardous materials. 10.Bonds. As a condition precedent to City’s obligation to pay compensation to Contractor, and on or before the Date of Execution, Contractor shall furnish to the Project Manager the Bonds as required under the Notice Inviting Formal Bids. 11.Representations and Warranties, In the supply of any materials and equipment and the rendering of labor and services during the course and scope of the Project and Work, Contractor represents and warrants: Anymaterials and equipment which shall be used during the course and scope of the Project and Work shall be vested in Contractor; b=Any materials and equipment which shall be used during the course end scope of the Project and Work shall be merchantable and fit to be used for the particular purpose for which the materials are required; Any labor and services rendered and materials and equipment used or employed during the course and scope of the Project and Work shall be free of defects in workmanship for a period of one (1) year after the recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made hereunder; Any manufacturer’s warranty obtained by Contractor shall be obtained or shall be deemed obtained by Contractor for and in behalf of City. Any information submitted by Contractor prior to .the award of Contract, or thereafter, upon request, whether or not submitted under a continuing obligation by the terms of the Contract to do so, is true and correct at the time such information is submitted or made available to the City; Contractor has not colluded, conspired, or agreed, directly or indirectly, with any person in regard. to the terms and conditions of Contractor’s Bid, except as may be permitted by the Notice Inviting Formal Bids; CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 3 OF 8 FORMAL CONTRACT SECTION 500 go Contractor has the power and authority to enter into this Contract with City, that the individual executing this Contract is duly authorized to do so by appropriate resolution, and that this Contract shall be executed, delivered and performed pursuant to the power and authority conferred upon the person or persons authorized to bind Contractor; Contractor has not made an attempt to exert undue influence with the Purchasing Manager or Project Manager or any other person who has directly contributed to City’s decision to award the contract to Contractor; There are no unresolved claims or disputes between Contractor and City which would materially affect Contractor’s ability to perform under the Contract; Contractor has furnished and will furnish true and accurate statements, records, reports, resolutions, certifications, and other written information as may be requested of Contractor by City from time to time during the term of this Contract; k=Contractor and any person performing labor and services under this Project are duly licensed by the State of California as required by California Business & Professions Code Section 7028, as amended; and Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site. 12.Assiqnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void. 13. 14. 15. Claims of Contractor. All claims pertaining to extra work, additional charges, or delays within the Contract Time or other disputes arising out of the Contract shall be submitted by Contractor to City in writing by certified or registered mail within ten (10) Days after the claim arose or within such other time as may be permitted or required by law, and shall be described in sufficient detail to give adequate.notice of the substance of the claim to- City, Audits bv City. During the term of this Contract and for a period of not less than three (3) years after the expiration or earlier termination of this Contract, City shall have the right to audit Contractor’s Project-related and Work-related writings and business records, as such terms are defined in California Evidence Code Sections 250 and 1271, as amended, during the regular business hours of Contractor, or, if Contractor has no such hours, during the regular business hours of City. Notices. All invoices, agreements, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers; requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if (1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, .or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed within two (2) Days by delivery of a hard copy of the material sent by facsimile transmission, in accordance with (1), (2) or (3) above. Personal service shall include, without limitation, service by delivery and service by facsimile transmission. CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 4 OF 8 FORMAL CONTRACT To City:City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to:City of Palo Alto ATT.: Bill Shaddle, Project Manager Public Works Department, Facilities Management Division 3201 East Bayshore Road Palo Alto, CA 94301 To Contractor:Nadar, Inc. 2596 N. Fair Oaks Avenue Altadena, CA 91001 SECTION 500 16. 17. CITY OF PALO ALTO: FORMAL CONTRACT (#101664) PHONE:(626) 791-9751 FAX: (626) 398-0471 ATT.: EARL P. WEISS Appropriation of City Funds. This Contract is subject to the fiscal provisions of Article III, Section 12 of the Charter of the City of Palo Alto. Any charges hereunder for labor, services, materials and equipment may accrue only after such expenditures have been approved in advance in writing in accordance with applicable Laws. This Contract shall terminate without penalty (I) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) 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 Contract are no longer available. This Section 16 s hall control in the event of a conflict with any other provision of this Contract. Miscellaneous. a.Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor’s bailee, and City is, therefore, not responsible for any damage to the personaI property of Contractor. b.Consent. Whenever in this Contract the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. c.Controlling Law. The parties agree that this Contract shall be governed and construed by and in accordance with the Laws of the State of California. d.Definitions. The definitions and terms set forth in Section 1 of the StandardDrawings and Specifications (1992) of this Contract are incorporated herein by reference. e.Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to PAGE 5 OF 8 FORMAL CONTRACT SECTION 500 perform its obligations under this Contract which directly results from an Act of God or an act of a superior governmental authority. fo Headings. The paragraph headings are not a part of this Contract and shall have no effect upon the construction or interpretation of any part of this Contract. Incorporation of Documents. All documents constituting the Contract documents described in Section 3 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and shall be deemed to be part of this Contract. Integration. This Contract and any amendments hereto between the parties constitute the entire agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Contract. Modification of Agreement. This Contract shall not be modified or be binding upon the parties, unless such modification is agreed to in writing and signed by the parties.. Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Contract shall define or otherwise control, establish, or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions. Resolution. Contractor shall submit with its Bid a copy of any corporate or partnership resolution or other writing, which authorizes any director, officer or other employee or partner to act for or in behalf of Contractor or which authorizes Contractor to enter into this Contract. Severability. If a court of competent jurisdiction finds or rules that any provision of this Contract is void or unenforceable, the provisions of this Contract not so affected shall remain in full force and effect. Status of Contractor. In the exercise of rights and obligations under this Contract, Contractor acts as an independent contractor and not as an agent or employee of City. Contractor shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of City, and Contractor expressly waives any and all claims to such rights and benefits. Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties. Time of the Essence. Time is of the essence of this Contract and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday, or any Day observed as a legal holiday by City, the time for performance shall be extended to the following Business Day. p=Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara in the City of San Jose or in the United States District Court for the Northern District of California in the City of San Jose. q.Recovery of costs. The prevailing party in any action brought to enforce the terms of this Contract or CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 6 OF 8 FORMAL CONTRACT SECTION 500 arising out of this Contract may recover its reasonable costs, including reasonable attorney’s fees, incurred or expended in connection with such action against the non-prevailing party. IN WITNESS WHEREOF, the parties have by their duly appointed representatives executed this Contract in the city of Palo Alto, County of Santa Clara, State of California on the date first stated above. ATTEST: City Clerk CITY OF PALO ALTO By: Its Mayor CONTRACTOR: By: Name: Title: Taxpayer I.D. No. APPROVED: Assistant City Manager Director of Public Works Director of Administrative Services Insurance Review APPROVED AS TO FORM: Senior Assistant City Attorney CITY OF PALO ALTO: FORMAL CONTRACT (#101664)PAGE 7 OF 8 FORMAL CONTRACT SECTION 500 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF ) On , before me, for said County, personally appeared , a notary public in and personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) END OF SECTION CITY OF PALO ALTO: FORMAL CONTRACT (#101664.)PAGE 8 OF 8