Loading...
HomeMy WebLinkAbout1998-06-29 City CouncilCity City of Palo Alto Manager’s Report TO:HONORABLE CITY COUNCIL 5 ’FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE:JUNE 29, 1998 CMR:208:98 SUBJECT:APPROVAL OF CONSULTANT CONTRACT WITH THE ASSOCIATION OF BAY AREA GOVERNMENTS FOR PROJECT MANAGEMENT OF THE ,SANTA CLARA BASIN WATERSHED MANAGEMENT INITIATIVE RECOMMENDATION Staff recommends that Council approve and authorize the Mayor to execute the attached contract with the Association of Bay Area Governments in the amount of $99,780 to provide project management services for the Santa Clara Basin Watershed Management Initiative. DISCUSSION Consultant Services Description The contract is for project management services for the Santa Clara Basin Watershed Management Initiative (WMI). The purpose of the WMI is the development of a Watershed Management Plan for the areas which drain to lower South San Francisco Bay (the portion of the Bay south of the Dumbarton Bridge). This includes most of Santa Clara County, and small portions of San Mateo and Alameda counties. The plan development involves a broad group of stakeholders, including local governments, special districts, regulatory agencies, businesses and citizen groups. The goal of the Watershed Management Plan is to protect and enhance the Bay, creeks, and associated wildlife habitat. Currently the project manager for the planning effort is.employed by the Association of Bay Area of Governments (ABAG)" at the request of the Watershed Management Initiative. The funding for the planning effort is coming from cities and grants. A major component ofPalo Alto’s contribution to the WMI is the subject contract. The major contributors to date have been the three cities with sewage treatment plants (Palo Alto, Sunnyvale, and San Jose), the Santa Clara County Urban Storm Water Pollution Prevention Program, and the Santa Clara Valley Water District. Consultant Selection ABAG agreed to act as the fiscal agent for the project management of the Watershed Management Initiative (WMI). The WM! is not an entity with authority to collect or disperse funds. The City of San Jose signed the first contract with ABAG, Santa Clara Valley Water District the second, and Palo Alto’s contract would be the third such contract. There were CMR:208:98 Page 1 of 2 no other organizations positioned equivalently to ABAG that could have served as the fiscal agent, therefore, proposals were not solicited. RESOURCE IMPACT Sufficient funds are available in the FY 1997-98 Wastewater Treatment Fund operating budget to fund the $99,780 contract with ABAG. ENVIRONMENTAL REVIEW The project management Contract does not constitute a project under the California Environmental Quality Act and no environmental assessment was performed. ATTACHMENTS Contract PREPARED BY: Phil Bobel, Manager, Environmental Compliance Division DEPARTMENT HEAD: CITY MANAGER APPROVAL: GLENN S. Director of Public Works ~MILY--~SON Assistant City Manager CMR:208:98 Page 2 of 2 CONTRACT NO. BETWEEN THE CITY OF PALO ~%LTO AND ASsOCIATION OF BAYAREAGOVERNMENTS FOR CONSULTING SERVICES This Contract No.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 the ASSOCIATION OF BAY AREA GOVERNMENTS, located at I01 Eighth Street, Oakland, CA 94607 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more set~ of documents, drawings, maps/ plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit ~A"; and WHEREAS, CITY desires to engage CONSULTANT, including its emp!oyees, if any, in providing the Services by’reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.i This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision wil! not preclude the recovery of damages for delay caused by CONSULTANT. 1980527 syn 0071403 SECTION 2.SCOPE OF PROJEgT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed,, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, Unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services, will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion will determine whether the Basic Services will contribute minor or substantial benefit to the construction work. SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents andwarrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every 980527 syn 0071403 individual, including any consultant (including CONSULTANTs), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign MARCIA BROCKBANK as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. MARCIA BROCK]BANK will also be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the. prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance ofthis Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 980527 ~yn 0071403 3.6 CONSULTANT wil! provide CITY with three (3) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a pa~t of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any em~loyee or consultant of CONSULTANT fails or- refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4, DUTIES OF,,,,,~ITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule wfll not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. PHIL BOBEL is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project. 980527 syn 0071403 4 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the. Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Ninety-Nine Thousand, Seven Hundred Eighty Dollars ($99,780). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. the fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both.. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.3 Direct personnel expense of employee’s assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, researchand design, work in producing drawings} specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 980527 syn 0071403 5 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, without limitation, reports which have been approved by the project manager. 5.2.2 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION. 6.ACCOUNTING. AUDITS. OWNERSHIP QF RECQRD$ 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of~ Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will Be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared~ hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents.~ SECTION 7. INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Counci! members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any. other" loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. 980527 syn 0071403 6 SEGTIQN 8.WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to.be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9.INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approva! of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 980527 syn 0071403 9.4 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 Contract. 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 Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 1.0 ....WORKERS’ COMPENSATION i0.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECT.IQN Ii TERMINATI,0N,,,,0R SUSPENSION OF¢0NTRACT OR ii.i The city manager may suspend the +execution of the Project, in whole orin part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to 980527 ~yn 0071403 8 CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfil! its obligations under this Contract. SECTION 12.. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be’ terminated. This Contract will not be assignable by operation of law. 980527 syn 0071403 SECTION 13.NOTICES 13.1 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 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14, CONFLICT OF INTEREST 14.1 In accepting this Contract, 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. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract 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. SECTION 15. NONDISCRIMINATION 15..i As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set,forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State 980527 ,,yn 0071403 10 of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract becaqse of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in wholeor in part, or to deduct the sum of twenty-five dollars ($25) for each.person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 15.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of ~the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 980527 syn 0071403 Ii 16.4 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 or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract 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. 16.7 All provisions-of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract 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 Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 980527 syn 0071403 12 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Mayor Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Public Works ASSOCIATION OF BAY AREA GOVERNMENTS Its: ~-~-~_ 2~ Taxpayer’ s I.D. No. 7~, $ Director of Administrative Services .. Risk Manager Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE KATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 980527 syn 0071403 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189 STATE OF COUNTY OF ) ) ) SS. On Q/~ , 1998, before me, the undersigned, a Notary Public in~nd for said County and State, personally appeared , personally known to me o~Jprov~d to mean the basis of satisfactory evidence to be the person(~ whose name(~ is/ar-e~subscribed to the within instrument and acknowledged to me that he/she/-bhey executed the same in his/h~T authorized capacity(~e~), and that by his/~er-/-~heir signature~k on the instrument the person(~), or the entity upon behalf of which the person(s+ acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 980527 syn 0071403 14 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform the following services: Provide a project manager and part-time ( 20 hours per week) clerical assistant to assist the City with its involvement in the Santa Clara Basin Watershed Management Initiative (Watershed Initiative). The project manager will seek and gain approval from the Steering Committee to hire a clerical assistant at an hourly rate of $10 to $15 and not to exceed a total expenditure of $10,000 (500 to 1,000 hours). INTRODUCTION AND GENERAL DESCRIPTION The work consists of managing the Watershed Management Initiative and managing the production of an initial Watershed Plan. The planning effort is a collaborative effort being designed to consider the interests of a large number of stakeholders in the watersheds draining to San Francisco Bay south of the Dumbarton Bridge. Scheduling and managing meetings, producing follow-up documents, engaging stakeholders and the general public, managing funds and contracts, and managing plan preparation are key components of the work. The project manager functions are described in greater detail below: PROJECT MANAGER FUNCTIONS The project manager is an individual to be retained by the Association of Bay Area Governments (ABAG) to perform the functions listed below during the period of time from July 1, 1998 to June 30, 1999. Office space for the Project Manager will be provided by the San Francisco Bay Regional Water Quality Control Board (Regional Board). The goal of the project manager is to manage the Watershed Management Planning Process for the Santa Clara Basin and produce a State of the Watershed Report (Report) by July 1999. The planning area includes the watershed and groundwater basins draining to San Francisco Bay south of the Dumbarton Bridge. The project manager is directed in this activity by the Core Group of the Watershed Management Initiative which consists of approximately 25 representatives of different stakeholder interests who meet monthly and direct the progress of the Initiative. The project manager will provide leadership and vision to ensure the success of this complex planning process. A.Job Tas "ks The key tasks to be performed by the project manager are as follows: 1.Stakeholder Outreach ao Contact potentially interested parties and facilitate their decision as to their level of involvement in the planning process. Establish and maintain lists of passive and actively participating stakeholders. Establish and implement methods of advising active stakeholders of opportunities for input, meeting outcomes, meeting announcements and other process information. do Establish and implement methods of keeping passive stakeholders advised of plan progress and the opportunity for input including a periodic newsletter. eo Establish and implement methods of keeping the general public advised of major milestones in the planning process and the opportunity for input; including public notices and media stories. 2.Process Administration a.Arrange meetings of the Core Group and various subgroups. bo Produce minutes, action summaries, proposals for action, letters, and other documents at the direction of the Core Group. 3.Plan Production do Assist, with full stakeholders involvement, in the development of the Report. Establish and manage the writing, production, review, editing, and approval process for production of the Report. Establish and update the schedule for production of the Report and its various components. Ensm;e coordination of various subgroup activities to facilitate preparation of a complete Report. Funds a. b. Management Explore funding sources to support preparation and implementation of the Plan. Seek funding from promising sources. Establish and manage contracts to provide technical and administrative support for the planning process. The first such contract identified is for facilitation of the Core Group meetings. Establish, track, and implement a budget commensurate with income for the project. Obtain approval of the budget and any modifications from the Core Group or its designee. Manage income received and payment of expenses.Maintain full documentation and facilitate any audit procedures used. Experience and Skills 1. Experience bo Project management and program administration experience is required. Experience in planning, scheduling, coordination with interested parties, public speaking, funds management and grants management are all highly desirable. Involvement in public participation projects with a large stakeholder list is also highly desirable. A four-year college education or equivalent work experience is required. Skills a. b. C. d. e. fo Ability to analyze facts and act objectively in a large process with competing interests and goals. Ability to organize, schedule and execute highly complex and multifaceted tasks. Ability to manage projects, programs, staff and consultants. Ability to write in clear, concise, and interesting English. Ability to communicate effectively and obtain participation and input from a wide variety of types and sizes of organizations. Excellent verbal skills in one-on-one and large-group situations are essential. Sufficient knowledge aboutwatershed management issues to manage overall process and to recognize need for and obtain technical or specialized assistance as appropriate. EXHIBIT B FEE SCHEDULE City agrees to compensate CONSULTANT at the following hourly rates for professional services performed in accordance with the terms and conditions of this Agreement. Project Manager Clerical Support $36.14/hour $10/hour In addition to the above hourly rates, City shall pay CONSULTANT an administrative fee of Nine Thousand Seventy Dollars ($9,070). The administrative fee will be billed in equal monthly installments for the number of months between July 1, 1998, and June 30, 1989, and will be included on the same invoice as charges for professional services. In the event of termination of this Agreement prior to the scheduled expiration, CONSULTANT shall refund or credit to City the difference, if any, between the administrative fee paid and amount of the "earned administrative fee." The maximum amount of compensation to be paid to CONSULTANT under this Agreement, including both payment for professional services, the administrative fee, and reimbursable expenses, shall not exceed Ninety-Nine Thousand Seven Hundred Eighty and NO/100 Dollars ($99,780). Any hours ’worked for which payment would result in total exceeding the maximum amount of compensation set forth herein shall be at no cost to City. The administrative fee includes the following services: ¯Administrative support staff ¯Payroll service ¯Production of monthly financial reports ¯Invoicing Reimbursement for expenses shall not exceed Four. Thousand Five Hundred Dollars ($4,500!. Reimbursable expenses shall include approved training and workshop expenses, dues and subscriptions, postage, printing and duplication at cost, and mileage at the rate of .30 per mile for travel undertaken at the request of the City, but not including one trip per day by CONSULTANT to City offices. Exhibit D NONDISCRIMINATION COMPLIANCE FORM Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and .individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Title of Officer Signing: Executive Directo~