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HomeMy WebLinkAbout1996-05-28 City Council (16)City of Palo Alto City Manager’s Report 6 TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: Public Works AGENDA DATE: May 28, 1996 CMR:278:96 SUBJECT:Approval of an Agreement with CH2M Hill Inc. in Partnership with Kennedy Jenks Consultants for Consultant Services to Prepare a Solids Facility Plan for the Regional Water Quality Control Plant REQI~ST This report requests that Council approve an agreement with CH2M Hill Inc., in partnership with Kennedy Jenks Consultants, in the amount of $400,000 for consultant services to prepare the Solids Facility Plan for the Regional Water Quality Control Plant (RWQCP). RECOMMENDATIONS Staff recommends that Council: Approve and authorize the Mayor to execute the attached agreement (Attachment C) with CH2M Hill Inc. in Partnership with Kennedy Jenks Consultants in the amount of $400,000 for consultant services to prepare a Solids Facility Plan for the RWQCP. Authorize the City Manager or her designee to negotiate and execute amendments for services related to or incidental to the scope of work or services, the total value of which amendments shall not exceed $25,000. POLICY IMPLICATIONS The Solids Facility Plan will lead to a major equipment replacement project that has no new policy implications. EXECUTIVE SUMMARY The RWQCP removes the floating and submersible solids from the wastewater. The removed solids are treated and properly prepared at the RWQCP prior to fmal disposal. The fmal treatment for the removed solids is by means of incineration. The ash from the incineration process is a high quality Class A product currently sold for beneficial reuse. The incinerators were built in 1969 and have operated continuously for 26 years in a harsh corrosive environment. In the last few years, the incinerators have shown signs of problems CMR:278:96 Page 1 of 4 and deficiencies in several areas, namely reliability, capacity, and emission. Maintenance for the incinerators has become excessive and operation is increasingly difficult. The incineration facility is vital to the plant’s operation, as the incinerators are the only means of treatment for the solids removed from the wastewater at the RWQCP. The RWQCP initiated a study in 1994 to evaluate the condition of the incineration facility and options to treat the removed solids. The enclosed informational packet (Attachment A) provides additional information regarding the facility and the study. The study concluded that the incinerators have reached the end of their economic life and that major rehabilitations are required if the RWQCP is to continue with incineration. The study evaluated numerous available alternatives to incineration and reported that continuation with incineration is the most economical option for the RWQCP, provided that the emission issues can be resolved and approval from the Bay Area Air Quality Management District (BAAQMD) can be obtained. The study also recommended two alternate processes to be considered if the RWQCP is to abandon incineration. Replacement of these facilities will ultimately result in a major Capital Improvement Project activity which is preliminarily estimated to cost in the range of from $30 to $50 million. This project will focus on the incinerator emission issues and solutions and will also select an alternate technology to replace incineration, should the solutions for the emission issue become cost prohibitive. The goal of this project is to gain acceptance and approval for an affordable facility that will have minimal rate impact, provide reliable long-term operations and capacity, and be environmentally sensitive. This project will perform three major functions: Research elements of concerns with incineration, collect samples and test data to determine the real issues and concerns, develop solutions, and achieve agreements on the best reasonable emission control technologies. Inspect and perform nondestructive tests on the incinerators to determine the rehabilitation work required. Verify that the rehabilitation and emission improvements will be approved by the Regional Board and the BAAQMD, so that the RWQCP can maintain its exiting permit status. Prepare cost estimate for the rehabilitation and the emission control systems within a 25 percent accuracy range, and prepare a 25 year cash flow analysis. Evaluate two alternate solids treatment processes and recommend an alternate facility. The selected alternate facility will replace incineration, in the event that the emission improvements to the incinerators become cost prohibitive or if the RWQCP cannot obtain approval to continue with incineration. Prepare a cost estimate within a 25 percent accuracy range for the recommended alternate facility, and prepare a 25 year cash flow analysis. CMR:278:96 Page 2 of 4 The project will provide a decision tree that shows the cost and financial risks of the alternatives. The outcome of this project will be a recommendation on a cost effective facility that elicits confidence, buy-in and approval. The cash flow analysis from this project will be used to establish the f’mancial plan and the rate impacts for the City and the parmers. This project was not selected by the Policy and Services Committee for review. A request for proposal (RFP) was issued to eight consultant firms. The project was also advertised over the Internet and the RFP was sent to four additional firms by request. The plan holders list is attached to this staff report (Attachment B). Seven consultant firms responded, with two in partnership teams which resulted in five proposals. The selection committee reviewed the proposals in accordance with the City’s selection procedure for professional services. Proposals were evaluated as to familiarity with the issues, understanding of the objectives, approach to the project past performance, specialized experience, qualification of the project manager and team and the ability to present the information. The selection committee included representatives from the parmer cities, the Administrative Services Department, and the operations and engineering groups of the RWQCP. Four teams were chosen for interview with the selection committee. The selection committee unanimously agreed that the partnership team of CH2M Hill/Kennedy Jenks Consultants has the best understanding of the project goals, is most familiar with the issues, and has the best approach and overall qualifications for the project. The committee rated Brown & Caldwell as the second best team. Brown & Caldwell’s proposed fee for basic services was $13,000 higher than CH2M Hill/Kennedy Jenks’ proposed fee, and is $33,000 higher than the negotiated fee. Fees ranged from a high of $421,000 to a low of $366,000. Upon completion of the Solids Facility Plan and depending on the facility selection, an environmental review may need to be performed. Final design of the facility will follow, with construction of the facility forecasted in the year 1999. The City has the option of amending the consultant agreement to include environmental review, f’mal design, and construction management. The scope and fee for these services will be negotiated at that time. FISCAL IMPACT Funds for the Solids Facility Plan have been appropriated in the Wastewater Treatment Enterprise Fund. A financial plan will be developed to address the. funding for the subsequent project construction. ENVIRONMENTAL ASSESSMENT The preparation of the Solids Facility Plan does not constitute a project under the California Environmental Quality Act. However, depending on the outcome of the Solids Facility Plan, environmental assessment may be required prior to design and construction of the selected facility. CMR:278:96 Page 3 of 4 ATTACHMENTS A - Informational Packet B - Plan Holders List C - Agreement with CH2M PREPARED BY: Bill Miks, Manager RWQCP DEPARTMENT HEAD REVIEW: GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: JNY ~/ssistant ~ity Manager CMR:278:96 Page 4 of 4 Attachment A PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT SOLIDS MANAGEMENT PLAN INFORMATIONAL PACKET JANUARY 1996 SOLIDS MANAGEMENT PLAN INFORMATIONAL PACKET January 1996 2. 3. 4. PROJECT DESCRIPTION ISSUES AND MOTIVATORS PROJECT TASKS & DEVELOPMENT PROJECT STATUS Findings of Stage I Study: 5.SCHEDULE Reliability Capacity Options Cost of Options ATTACHMENT: TIME LINE Page 3 3 4 5 5 6 6 7 7 The RWQCP removes floatable and settleable solids from the wastewater and prepares them in a treatment train for proper disposal. Among the several facilities that make up the treatment train, the incineration facility, which provides the final treatment, requires major rehabilitation and is the focus of this project. The fmal disposal options are also addressed. There are several issues from intemal and external factors that prompted the project. RELIABILITY The average usefifl life of the incineration facility is twenty (20) years. The plant has operated it’s incinerators for over twenty five years. In the past few years, the incinerator down time has increased substantially, to the point that when the incinerator is not in operation, it is under repair. The incinerator under repair carmot readily provide backup service if the operating incinerator should fail. A recent inspection on the incinerators reported that there are signs of thermal stress that can jeopardize the structural integrity of the incinerators. The solids generated at the plant is classified as raw sludge and is not suitable for disposal in landfills. If the operating incinerator should fail while the second incinerator is under repair, the plant has no means to dispose its solids. The reliability of the incinerators is a major concern. CAPACITY The plant was provided with two incinerators and space for a third. As designed, the plant would operate both incinerators under normal operation. At the time the plant was built, a financial decision was made to defer the installation of the third incinerator and provide the required standby capacity at a later date. Throughout the years, the plant has improved the efficiency of the solids treatment train. The improvements together with low flow conditions allowed the plant to operate with only one incinerator and keep the second incinerator for the required standby capacity. Hence, the third incinerator was never built. During periodic high flow days and during wet winter months, the amount of solids has exceeded the single incinerator capacity. In the past few years, the plant was forced to back up its solids in other facilities while expediting the repair of the second incinerator to provide capacity. Both the population- based and trend-based projections indicated that the solids production at the RWQCP will exceed the maximum capacity of one incinerator. The plant needs reasonable solids treatment capacity to accommodate high flow months and some future growth. EXTERNAL FACTOR The plant is constantly under pressure to remove more solids and metals from its discharge. The solids and metals removed need to be properly prepared in the plant’s solids treatment train prior to final disposal. Although this factor is not considered a key issue, some minor capacity planning to accommodate the possible future increases in solids removal is highly desirable. REGULATORY CONSIDERATION The perceived issues associated with the air emission from the incinerators continue to be a concern with the public and the air board. The solids treatment and disposal options are currently heavily regulated and future regulations are uncertain. As the plant rehabilitates it’s existing solids facilities, it needs to address the emission issues to gain acceptance and approval. Future facility needs to be provided with some flexibility to ensure long-term operation. The project is developed in four stages: 4 STAGE 1 - A study to: ¯Evaluate existing facilities for reliability, capacity, and flexibility. ¯Research available options. ¯Perform initial screening of options. ¯Evaluate and pare down the number of feasible options. STAGE 2 -- Solids Facility Plan: ¯Conduct informal meetings with focus groups to determine issues of concerns, Perform nondestructive tests and emission tests on incinerators to determine rehabilitation work required, Address issues of concerns and build concensus, Verify permit requirements Perform decision analysis and cash flow. analysis on alternatives, and Recommend a plan to provide a cost effective, reliable facility for long-term operations STAGE 3 Perform fmancial planning and arrangements. Perform environmental reviewif necessary. Council decision on project. STAGE 4 ¯Design. ¯Construct. At the present, stage 1 tasks have been completed, and stage 2 tasks will proceed as shown on the attached schedule. The following are the findings and recommendations of the stage 1 study: RELIABILITY Finding The study confirmed that the incinerators have reached the end of their economic life. It also reported that a major expenditure is needed in the immediate future to repair the incinerators for operation until a long-term solution can be provided. Recommendations ¯During the interim period, the RWQCP should make arrangements to lease emergency treatment equipment, or to contract disposal facilities to provide emergency standby capacity. Delay major renovations of the existing incinerators as much as possible, and accelerate the project for long-term solution. CAPACITY Finding The study confirmed that the solids production at the RWQCP will soon exceed the capacity of one incinerator operation. The projections estimated that this will occur within the next five years. OPTIONS Finding The study reported that continuation with incineration is the most economical option for the RWQCP provided that the emission issues can be resolved and pem~t approval can be obtained from the Regional Board and the Air Board. The report recommend that the RWQCP evaluates various sub-alternatives trader incineration for capacity and cost. The report also recommended two altemate technologies for further evaluation should the RWQCP decide to phase out incineration. Recommendations Proceed with stage 2 tasks including the preparation of the study to evaluate continuation of incineration with various sub-alternatives, and the study on the two alternate technologies: Incineration producing a marketable class A product (ash) for re-use Full rehabilitation of the existing incinerators for long-term operation, add improvements for lower emission and increase efficiency and capacity. Immediate partial rehabilitation of both existing incinerators for backup, and install one new incinerator. Immediate partial rehabilitation of one incinerator, replace the second with a new incinerator & add an indirect heat dryer for 6 backup. Digestion producing a marketabke class A product (ash) and a less marketable class B product (sludge) for re-use Full rehabilitation of existing incinerators & install a digester for backup. Add digesters in phases to replace the incinerators when they eventually fail. Immediate partial rehabilitation of existing incinerators & install a digester for backup. Add digester in phases to replace the incinerators when they eventually fail. COST Heat Drying producing a marketable class A product (ash) for re-use Full rehabilitation of existing incinerators & install dryer to dewater the sludge prior to incineration for improved efficiency and to backup the incinerators. Add dryers in phases to replace the incinerators when they eventually fail. Immediate partial rehabilitation of existing incinerators & install a dryer for dewatering and for backup. Add dryers in phases to replace the incinerators when they eventually fail. Finding The study provided an order-of-magnitude cost estimate for the various options. The estimate for the various options range between 10 to 30 million dollars. The most likely project is estimated at approximately 10 million dollar. The Time Line on the following page is a preliminary schedule for the project. It is estimated that from planning to construction, this project will span over a period of seven years. The first four years are mainly planning activities. The major expenditure is expected to be required in the last three years starting possibly in the year 1999. This Time Line represents a moderate schedule, and depending on the condition of the incinerators, an accelerated schedule may be required. 7 SOLIDS FACILITY PLAN PLAN HOLDERS’ LIST Attachment B 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Brown & Caldwell Montgomery Watson Carollo Engineers Kennedy / Jenks Consultants CH2M HILL Metcalf & Eddy Camp Dresser & Mckee Inc. Malcolm Pimie Inc. Woodward Clyde Dames & Moore Black & Veatch AGS Inc. CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND CH2M HILL, INC. FOR CONSULTING SERVICES Attachment 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 CH2M HILL, INC., a Florida corporation, o located at iiii Broadway, Suite 1200, Oakland, CA 94607-7046 ("CONSULTANT"). REc I TAL S. : WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets 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 "~’; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, 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 ~ime schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. SECTION 2.SCOPE OF PROJECT;CHANGES & CORRECTIONS 2.1 The scope of Services andDeliverables 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 960515 ~n 0070973 1 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 wil! 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, wil! 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 or the Additional Services, as described ~below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction CONSULTANT; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, will add a direct and substantial benefit to the construction work required of the construction CONSULTANT. The project manager in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and warrants 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 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. 2 960515 syn 0070973 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 MIKE IVERSON as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. MIKE IVERSON will 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 If required under the Scope of Work in Exhibit A, procure all permits and licenses, pay all charges and fees, andgive 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 of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 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. 3.6 CONSULTANT will provide CITY with the appropriate numbers of copies of any documents as listed in Exhibit A, Scope of Work, 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 part of the Deliverables, CONSULTANT will provide such additional copies and CITY will’ compensate CONSULTANT for its duplicating costs. 960515 syn 0070973 3.8 CONSULTANT will be responsible for employing or engaging al! 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 employee 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 agentsor employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the follbwing Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described under task k of Ex!~ibit "A" to this contract. 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. 3.12 CONSULTANT may be required to perform the pending consultant services described under Task P of Exhibit "A" upon completion of the basic services. The final determination of the pending services is subject to the approval by the Council. If approved, CONSULTANT shall perform the pending services upon execution of an amendment to this contract. SECTION 4. DUTIES OF CITY 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. 960515 syn 0070973 4 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 will not constitute a default under this Contract. 4.3 The city manager will represent .CITY for all purposes under this Contract. Daisy Stark is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Greg MeAmber, the Project Manager. 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 Two Hundred Forty-Five Dollars ($245,000). 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 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed One Hundred Fifty-Five Thousand Dollars ($155,000). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules wil! not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 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 coveting 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 960515 syn 0070973 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. 5.1.4 Direct personnel expense of employees assigned to the execution of the Project by CONSLU~TANTwill include only the work of architects, engineers, designers, job captains," draftspersons, specification writers and typists, in consultation, research and 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. 5.1.5 Direct Expenses are those costs incurred on or directly for the project including, but not limited to, reasonable and necessary transportation cost, including current rates for CH2M HILL’s vehicles; meals and lodging; laboratory tests and analysis; computer services; word processing services, telephone, printing, reproduction charges; all reasonable and necessary costs associated with outside consultants, subconsultants and other outside services and facilities; and othe similar costs. Reimbursement for Direct Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of current rates when furnished by CH2M HILL. A service charge for i0 percent (10%) will be added to Direct Expenses. -5.1.6 The full payment of pending CONSULTANT services shall be as set forth in the amendment to this contract upon approval by CITY’S City Council. 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 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5.2.3 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. 960515 syn 0070973 SECTION 6.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1Records 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, andretained by CONSULTANT in accordance with generally accepted accounting principles and will bemade 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 Council members, officers, employees and agents, from any and al! 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. SECTION 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 wil! 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. 960515 syn 0070973 7 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, wil! be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or 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. 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 I0. 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. 960515 syn 0070973 8 PROJECT SECTION ii TERMINATION OR SUSPENSION OF CONTRACT OR II.I The city manager may suspend the execution of the Project, in whole or in 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 wil! be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager 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. ii.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. 960515 syn 0070973 9 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 fulfill its obligations under this Contract. SECTION 12.ASSIGhq~ENT 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. 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 wil! 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. i0 960515 syn 0070973 SECTION 15. NONDISCRIMINATION 15.1 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 of California laws covering nondiscrimination in employment; that [Name of Provider] will pursue an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that [Name of Provider] will not discriminate in the employment of any person under this contract because 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 whole or 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. 0nly 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 or the applicable Affirmative Action Guidelines pertaining to this Contract, CONSULTANT will be found in materia! 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. 960515 wjn 0070973 11 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. 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 960515 syn 0070973 12 are by such reference incorporated in this Contract and will be deemed to be a.part of this Contract. 16oll 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 fisca! 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. 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 CH2M HILL, INC By : Taxpayer’s I.D. No. 59-0918189 Deputy City Manager, Administrative Services Risk Manager Attachments: EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 960515 syn 0070973 13