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HomeMy WebLinkAbout1996-03-18 City Council (22)TO: City of Palo Alto City Manager’s Repor HONORABLE CITY COUNCIL 1 FROM:CITY MANAGER DEPARTMENT: Public Works AGENDA DATE: March 18, 1996 CMR:169:96 SUBJECT:Award of Contract to Rehabilitate The Flow Meter Station for the RWQCP REQUEST Staff requests that Council award a contract to Power Engineering Contractors in the amount of $80,250 for the supply of materials and labor to rehabilitate a flow meter station for the Palo Alto Regional Water Quality Control Plant by first waiving a bid irregularity. RECOMMENDATIONS Staff recommends that Council: Approve and authorize the Mayor to execute the attached Contract with Power Engineering Contractors, in the amount of $80,250 to furnish the materials and labor to rehabilitate a flow meter station for the Palo Alto Regional Water Quality Control Plant (RWQCP). Authorize the City Manager or her designee to negotiate and execute one or more change orders for a total change order amount not to exceed $20,000, This contingency amount is twenty-five percent of the contract amount and may be needed for possible removal of corroded concrete walls and re-surfacing the station in excess of the specified amount. The specified amount is the engineer’s best estimate based on the test report of three core samples taken through the walls of the existing structure. The core samples may not accurately represent the condition of the entire structure. POLICY IMPLICATIONS This project is an equipment replacement project and has no policy implication. EXECUTIVE SUMMARY This project was issued for competitive bid in December 1995. During the bid period, additional deterioration occurred at the meter station. On February 5, 1996 (CMR: 122:96), CMR:169:96 Page 1 of 3 Council directed staff to reject the bids received, revise the bid documents to include the additional repair work, and proceed with a rebid. The invitations for the rebid were issued to seven contractors on February 7, 1996. The plan holders’ list is attached as Exhibit A. The rebid period was kept short to expedite the repair. Four bids were received and opened on 2/27/96. The bids ranged from $80,250 to $132,800 as shown on the bid summary, Exhibit B. The most critical part of this project is to repair the concrete walls of the sewage inlet structure without stopping the flow. The repair involves the application of a special coating that will provide corrosion protection as well as structural strength. The coating must be applied at a minimum of 1-1/2 inch thick which is more than a hundred times the normal thickness of standard commercial paints. The various components of the coating must be field mixed and adjusted for the site and weather conditions at the time of application by the coating applicator. Records indicated that the success of this type of coating depends highly on the experience of the applicator. In view of the experience requirements, the specifications required that the bidders demonstrate a successful history of a minimum of five similar coating projects, and submit a manufacturer’s certificate of approval with the bid. The specifications also listed the criteria of evaluation and stated that if the criteria are not presented, the bidder may not be considered qualified, and the bid will be disqualified from further considerations. Power Engineering Contractors submitted the lowest bid. However, they delivered the letter of qualification and certification after the bid opening date. Their letter of qualification and certification meets the specified criteria. The City Attorney has advised that the submittal of the required information after the bid opening date is an. irregularity which may be waived by the Council. Anderson Pacific submitted the second lowest bid. Anderson Pacific also submitted a letter protesting the failure of Power Engineering Contractors to submit the certificate of qualification with its bid. Anderson Pacific’s bid included the letter of qualification and certification of their coating subcontractor. However, staff has determined that their letter of qualification does not comply with the bid specifications. Therefore, Anderson Pacific’s bid is deemed non-responsive. Anderson Pacific’s letter of protest and staff’s letter of response are attached as Exhibit. D of this report. Monterey Mechanical Co. submitted proper documents at the time of bid opening and meets the specified criteria. The third lowest bid of $126,000 was submitted by Monterey Mechanical Co. The bid of $80,250 submitted by Power Engineering Contractors is 40 percent below the engineer’s estimate of $138,000. Staff recommends that Council waive the late submittal of CMR: 169:96 Page 2 of 3 the letter of certification by Power Engineering Contractors because it is a minor irregularity, determine that Power Engineering Contractors is the lowest responsible bidder, and award the contract accordingly. If Council will not waive the irregularity in Power Engineering Contractors’ bid, then staff would recommend that Monterey Mechanical Co. be determined by Council to be the lowest responsible bidder and the contract be then awarded to Monterey Mechanical Co. FISCAL IMPACT Funds have been appropriated in the FY 95-96 system flow metering replacement Capital Improvement Project 39590. ENVIRONMENTAL ASSESSMENT This project is exempt from CEQA under Section 15301 of the CEQA guidelines. ATTACHMENTS Exhibit A -- Plan holders list Exhibit B -- Bid Summary Exhibit C -- CMR: 122:96 Exhibit D -- Anderson Pacific’s letter of protest and Staff’s letter of response Exhibit E -- Contract PREPARED BY:Bill Miks, Manager RWQCP DEPARTMENT HEAD REVIEW:__ A~z.4~/~ J ~~,~ GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: BERNARD M. STROJN~ Assistant City Manager CMR: 169:96 Page 3 of 3 EXHIBIT A FLOW METER STATION REHABILITATION PLAN HOLDERS LIST 1.Anderson Pacific Monterey Mechanical Co. Pacific Mechanical Corp. Marelich Mechanical Co. Inc. D.W. Nicholson Corp. Power Engineering Contractors Ranger Pipelines Exhibit C City-of Palo Alto City Manager’s Report 1 TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: Public Works AGENDA DATE: February 5, 1996 CMR:122:96 SUBJECT:Reject all bids for a Contract to Rehabilitate the Flow Meter Station for the RWQCP This report requests that Council reject all bids received for a contract to rehabilitate a flow meter station for the Palo Alto Regional Water Quality Control Plant. RECOMMENDATION Staff recommends that Council reject all bids received and direct staff to proceed with the necessary work for a rebid. POLICY IMPLICATIONS This project is an equipment replacement project and has no policy implication. EXECUTIVE ~ARY The subject station is a sewage inlet structure that houses the flow meter and the sewage inflow from the cities of Mountain View and Los Altos. The flow meter, and the station inlet and bypass gates have deteriorated. The concrete walls of the inlet structure are also corroded and need repair. This project will result in the replacement of the flow meter and gates, and the resurfacing of the concrete wails of the station. The station’s broken gates are presently held in position by temporary means and need to be repaired as soon as practicable, to minimize any risk of a flow disruption. To expedite the repair, the bid period for this project was limited to a minimum three weeks, not including the holidays. The project was advertised for competitive bid in accordance with City requirements. Invitations for bid were issued to six contractors on December 13, 1995. Specifications and plans were also sent to the Association of Bay Area Government (A.BAG) for inclusion on their bid list on the Internet. Additional bid packages were sent to three potential bidders at their requests. The plan holders’ list is attached as Ex~bit A. A pre-bid meeting was scheduled on January 3, 1996. Attendance of the pre-bid meeting was encouraged but not mandatory. CMR: 122:96 Page Five bids were received and opened on January 9, 1996. The bids ranged from $86,450 to $144,000 as shown on the bid summary, Exhibit B2 The three low bids each contain some irregularities and are considered non-responsive. During the bid period, additional deterioration has occurred at the meter station. The additional repair work would change the bid structure and price of the project. These failures, if not addressed in the specifications to be included in the re-bid, could result in large change orders for the City. Staff recommend that Council reject all-bids. Staff will add the necessary elements to the specifications to include the additional repair work, and modify the qualification requirements to allow the contractors to obtain the services of a subcontractor who is qualified to perform the work using one of several comparable processes. The specifications will also require the contractor to accelerate the work schedule for certain critical repair work of the project. The re-bid period will be kept short to expedite the repair. FISCAL IMPACT Funds have been appropriated in the FY 95-96 equipment replacement Capital Improvement Project 39590. ENVIRONMENTAL ASSESSMENT This project is exempt from CEQA under Section 15301 of the CEQA guidelines. ATTACHMENTS Exhibit A -- Plan holders list Exhibit B -- Bid Summary PREPARED BY:Bill Miks, Manager RWQCP GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: Assistan~City Manager CMR: 122:96 Page 2 of. 2 EXHIBIT A FLOW METER STA~ON REHABILITATION PLAN HOLDERS LIST o o 10. Power Engineering Contractors Monterey Mechanical Inc. Pacific Mechanical Corp. Marelich Mechanical Co. Inc. D.W. Nicholson Corp. GSC Construction Anderson Pacific Ranger Pipelines Kenko Utilities A.BAG ANDERSON PACIFIC Eng,neenr’g Co%Iruc~on. inc Exhibit D February 28, 1996 RECEIVED FEB 2, 9 t996 WATER QUALITY CONTROL PLANT City of Palo Alto Public Works Department rtWQCP 2501 Embarcadero Way Palo Alto, California 94303 Attention: Ms. Daisy Stark, Project Manager Flow Meter Station Rehabilitation Project #84143 bid February 27, 1996 Dear Ms. Stark: Once again (see our letter of January 10, 1996) we are protesting the bid of Power Engineering Contracters for the captioned project, and requesting that you reject their bid as non-responsive. They did not comply with DIVISION 9, SECTION 09800, PROTECTIVE COATINGS, para. 1.02, B which states "Letter of approval from the approved coating manufacturer shall accompany the bid." The verb "shall," of course, means "mandatory" in this context.This is an unacceptable irregularity. Thank you for .your careful consideration. Very truly yours, E. Forrest Anderson President cc:City Attorney of Palo Alto Ken Haskins, Palo Alto Purchasing & Contract Administration "390 ,".~cr--3~ Sama Cara. ,2.A _z505~ Fax 408 970-9975 408 ’970-9900 L.c No 2452’5 Mar. 8, 1996 Cityof Palo Alto Public Works Department REGIONAL WATER QUAUTY CONTROL PLANT 2501 Embarcadero Way - Palo Alto, CA 94303 Anderson Pacific Engr. Construction, Inc. 1390 Norman Ave. Santa Clara, CA 95054 Attention:Mr. Forrest Anderson Administration 415.329.2373 415.329.2299Fax ~g 415.329. 2151 4t5.329.2299 Fax Enx~o~ Complianc~ 415.329.2598 415.4_94. 3531 Fax Equipment M~.nagement 4!5.496.690.29 415.496.6958 Fax Fad~ties Management 415.496. 6900 4!5.495.6958 Fax Operations 4 ! 5.496. 6974 415.496.6924Fax Rc~onal Water Qu,-di~, Control 4!5.329.2598 415.494. 3531 Fax Flow Meter Station Rehab. Rebid -- Project #84143 Dear Mr. Anderson, We have received your letter of protest, dated Feb. 28, 1996, requesting that the bid of the low bidder, Power Engineering Contractors, be rejected as non- responsive. Thank you for calling to our attention the failure of Power Engineering Contractors to submit the required letter of approval. Coincidentally, Power Engineering Contractors submitted the letter of qualification and the certificate of approval to the City one day after the bid opening. The certificate was issued to Power Engineering Contractors by the approved coating manufacturer on February 1 6, 1996. Upon our review, we have concluded that the late submittal of the certificate and letter of qualification from Power Engineering Contractors is a minor irregularity. Under our bidding procedures, we have also considered your bid, as it is the next low bid. When we reviewed your bid. package, we determined that the named subcontractor, Rodrigues and Son, does not meet the qualification criteria of the bid specification. Our reference check also revealed that the subcontractor has not successfully applied the lET coating at the San Jose wastewater structure as listed in the letter of qualification. The project has not been accepted by the owner, the City of San Jose, and the problem is still unresolved. Our specification section 09800 subsection 1.02A listed the qualification criteria and stated that if the criteria are not presented, the bidder may not be considered qualified, and the bid will be disqualified from further considerations. Your bid, therefore, is disqualified from further consideration as it is deemed non-responsive. On March 18, 1996, Council will determine the lowest responsible bidder for. the project .and award the contract accordingly. In the best interests of the City, Staff will recommend that Council waive the late submittal, as it is a P.O. Box ! 0250 Palo.Mtc minor irregularity, and award the contract to Power Engineering Contractors. You may appear before the Council on this date to raise any additional concerns about the recommendation. Thank you for your interest in our project. We encourage your future participation. If you have any questions, please feel free to contact us. Sincerely, Daisy ~ Project Manager CC:City attorney’s office Ken Haskins, Purchasing FORMAL CONTRACT Ex~bit E SECTION 00500 CONTRACT (Public Work) This Contract, dated , 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 Power Enoineerino Contractors, Inc., a California Cor_ooration, ("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 earlier termination of this Contract. General Scooe of Proiect 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: Title of Project:Rehabilitation of Palo Alto Flow Meter Station NO.: Base Bid:$ 80.250.00 Add Alternates (if any): $ Total Bid: $ 80~250.00. # 84143 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. a° 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 parties. CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-1 of 8 FORMAL CONTRACT SECTION 00500 o o Comoensation. 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. Qn 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 indem.nification 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 Contracto~ will use hazardous materials in connection with the execution of 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.SoC. § §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. Assumotion 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, 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. CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT (10/95)SECTION 00500-2 of 8 FORMAL CONTRACT SECTION 00500 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 any 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. o 10. 11. Comoliance 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. Bo~s. 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. BeDresentations 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: Any materials and equipment which shall be used during the course and scope of the Project and Work shall be vested in Contractor; Any materials aP~l equipment which shall be used during the course and scope of the Project and Work shall be merchantable and fit to be used for the particular purpose for which the materials are required; Co 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. eo 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; 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; CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-3 of 8 FORMAL CONTRACT 12. 13. 14. 15. SECTION 00500 ho Contractor h~s 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; ko 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; 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, asamended; and Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site. 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. 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. ~. All 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. To City:City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-4 of 8 FORMAL CONTRACT SECTION 00500 Copy to:City of Palo Alto Department of Public Works 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 To Contractor: (415) 329- 2287 FAX: (415) 494-3531 . ATTN: Daisy Stark, Project Manager Power Enqineednq Contractors, Inc. 1275 N. San Antonio Road Palo Alto, CA 94303 ~ 969-9696 FAX: ~ 969-4834 ATTN: David Mik 16. 17. 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~ at anytime 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 shall control in the event of a conflict with any other provision of this Contract. Miscellaneous. 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 personal property of Contractor. 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. Co 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. fo Definitions. The definitions and terms set forth in Section 1 of the Standard Drawings and Specifications (1992) of this Contract are incorporated herein by reference. Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Contract which directly results from an Act of God or an act of a superior governmental authority. 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. CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-5 of 8 FORMAL CONTRACT SECTION 00500 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 pares, unless such modification is agreed to in writing and signed by the paRties. Provision. Any agreement, covenant, cond~on, 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 cond~ons, shall be deemed to be both covenants and conditions. Resol~on. 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. mo n. Oo 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 envied to any r=~hts 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. po 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. qo Recovery of costs. 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, 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 CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-6 of 8 FORMAL CONTRACT SECTION 00500 in the city of Palo Alto, County of Santa Clara, State of California on the date first stated above. ATTEST: City Clerk APPROVED: City Manager Director of Public Works Director of Administrative Services CITY OF PALO ALTO By: Its: Mayor CONTRACTOR: By: Name: Title: Taxpayer I.D. No. Manager, Contract Administation APPROVED AS TO FORM: Senior Asst. City Attorney CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-7 of 8 FORMAL CONTRACT SECTION 00500 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF ) On in and for said County, personally appeared , before me,, a notary public , 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. END OF SECTION CITY of PALO ALTO: Public Works Formal Contract (w/HAZMAT) (10/95)SECTION 00500-8 of 8