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HomeMy WebLinkAbout1996-06-17 City Council (52)TO: BUDGET 1996-98 City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 8 FROM:CITY MANAGER DEPARTMENT: Public Works AGENDA DATE: June 17, 1996 CMR:304:96 SUBJECT:APPROVAL OF AN AGREEMENT WITH KENNEDY/JENKS CONSULTANTS FOR MINOR OR EMERGENCY CONSULTANT SERVICES FOR THE REGIONAL WATER QUALITY CONTROL PLANT REOUEST This report requests that Council approve a one year agreement, with options for two additional year terms, with Kennedy/Jenks Consultants in the amount of $60,000 for the first year. The agreement will be used only for minor consultant services on emergency or fast-track plant repair projects at the Regional Water Quality Control Plant (RWQCP). RECOMMENDATIONS Staff recommends that Council: o Approve and authorize the Mayor to execute the attached agreement with Kermedy/Jenks Consultants in the amount of $60,000 for FY1996-97 for minor or emergency services for the RWQCP. Authorize the City Manager or her designee to negotiate and renew the agreement with Kennedy/Jenks Consultants at the end of each year for a period not to exceed three years, the total value of each renewal shall not exceed $60,000 ’per year contingent upon Council approval of the budget for each subsequent year, and provided that the prior year’s work has been satisfactory. POLICY IMPLICATIONS This agreement will be used only for minor or emergency consultant services to assist plant repairs and has no policy implication. EXECUTIVE SUMMARY In May 1994,Council awarded an annual agreement to Kennedy/Jenks Consultants, with option to renew up to three years, to assist the RWQCP on minor or emergency plant repair CMR:304:96 Page 1 of 3 projects. The term of the agreement will end this June. The RWQCP continues to require consultant assistance in resolving problems associated with unexpected equipment breakdowns or process. As the plant continues to age, staff anticipates the need will increase for such urgent consultant services. These problems typically require immediate response and good working knowledge of the existing facility and its processes. Kennedy/Jenks Consultants was the original design firm of the RWQCP. In past years, their knowledge of the original design and their ability to respond immediately, due to the proximity of their offices, have attributed to the fast restoration of plant operation with minimal process interruption. The RWQCP and the City also continue to require consultant technical assistance for reducing corrosion-related copper discharges to the local sewer system. Kermedy/Jenks consultants has performed two major investigations into controlling corrosion in local and regional drinking water supplies: the June 1994 Internal Corrosion Control Study for the Santa Clara Valley Water District and a series of four studies for the RWQCP completed in 1995 and 1996. These reports established the technical feasibility of the use of a corrosion inhibitor in San Francisco Water District drinking water to reduce copper levels in the drinking water and, therefore, in the discharge. Prudent contingency planning, for future RWQCP permit requirements for copper discharges to the Bay, necessitates continued monitoring of.drinking water corrosion reduction requirements, development and possible implementation of a local pilot test of corrosion inhibitor addition, and consideration of policy issues and environmental impacts of possible future addition of corrosion inhibitor to water supplies in the RWQCP service area. Technical assistance for each of these activities may be needed; the extent of the assistance needed will depend on state and federal requirements for corrosion control that have not yet been set and the nature of policy and environmental issues identified during contingency planning. Staff believes, that for projects of this nature, other consultants would have to research and become familiar with the existing design and technical information prior to providing their assistance. This would cause inevitable delay in the process recovery as well as add significant cost for the City. Staff has contacted two consultant firms who are familiar with wastewater processes: Montgomery Watson and CH2M HILL. Both consultant firms agreed that Kennedy/Jenks Consultants is the most reasonable choice for services of such nature. Since this agreement is for professional services, and Kennedy/Jenks Consultants has demonstrated their competence on past projects of this nature, staff believes it is in the best interest of the City to forego the normal proposal solicitation process for this consultant service and award this agreement to Kennedy/Jenks Consultants. FISCAL IMPACT Funds for the first year of the agreement have been appropriated in the FY 1996-97 Wastewater Treatment Enterprise Fund. Funds for years two and three are contingent upon Council approval of the budget for each subsequent year. C1V[R:304:96 Page 2 of 3 ENVIRONMENTAL ASSESSMENT The approval of this agreement does not constitute a project under the California Environmental Quality Act; therefore, an environmental assessment is not required. ATTACHMENT Agreement with Kennedy/Jenks Consultants PREPARED BY: Bill Miks, Manager RWQCP DEPARTMENT HEAD APPROVAL: ~-~-- ~.. CITY MANAGER APPROVAL: GLENN S. ROBERTS (/ JUNE~,.j City MFan~~ CMR:304:96 Page 3 of 3 AGREEMENT PROFESSIONAL ENGINEERING CONSULTANT SERVICES BY AND BETWEEN THE CITY OF PALO ALTO AND KENNEDY/JENKS CONSULTANTS, INC . THIS AGREEMENT is made and entered into this day of , 1996, by and between the CITY OF PALO ALTO, a municipal corporation of California, hereinafter referred to as "CITY," and KENNEDY/JENKS CONSULTANTS, INC. (Taxpayer Identifica- tion No. 94-2147007), a California corporation, with offices at 2191 East Bayshore Road, Suite 200, Palo Alto, CA 94303, hereinafter referred to as "CONSULTANT"; W I T N E S S E ~ H: WHEREAS, CITY desires certain professional services hereinafter described; and WHEREAS, CITY desires to engage CONSULTANT to provide these services curing FY 1996-97 by reason of its qualifications and experience for performing such services, and CONSULTANT has offered to provide the required services on. the terms and in the manner set forth herein; and NOW, THEREFORE, in consideration of covenants, the parties hereto agree as follows: their mutual SECTION 1 -DEFINITIONS i.I CITY The term "City" as used in this Agreement shall mean a’nd include all the territory lying within the municipal boundaries of the City of Palo Alto, California, as presently existing, plus all territory which.may be added thereto during the term of this Agreement by annexation or otherwise. 1.2 CITY MANAGER The term "City Manager" shall mean the duly appointed City Manager of the City of Palo Alto, California, or her designated representative. 1.3 CITY ~TORNEY The term "City Attorney" shall mean the duly appointed City Attorney of the City of Palo Alto, California, or his designated representative. 960422 syn 0070958 1 1.4 CITY CLERK The term "City Clerk" shall mean the duly appointed City Clerk of the City of Palo Alto, California, or her designated representative. 1.5 RISK MANAGER The term’"’Risk Manager"’ shall mean the duly appointed Risk Manager of the City of Palo Alto, California, or his designat- ed representative. 1.6 PROJECT The term "Project" means the improvements described in Exhibit "A" entitled "Scope of Work" &ttached hereto and made a part hereof. SECTION 2 -PROJECT COORDINATION 2.1 CITY The City Manager shall be representative of CITY for all purposes under this Agreement. Daisy Stark is designated as the PROJECT MANAGER for the City Manager, and she shall supervise the progress and execution of this Agreement. 2.2 CONSULTANT CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Deeb Batsford hereby is designated as the PROJECT DIRECTOR for CONSULTANT. He shall also be assigned as PROJECT COORDINATOR for CONSULTANT and shall represent CONSULTANT during the day-to-day work on the Project. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR or PROJECT COORDINATOR for any reason the PROJECT DIRECTOR or PROJECT COORDINATOR designee shall be subject to the prior written approval of the PROJECT ENGINEER. SECTION 3 -SCOPE OF PROJECT The scope of the Project to be executed by CONSULTANT under the phases of the Basic Services described in Section 4.1 of this Agreement is as described in Exhibit "A" attached hereto and made a part hereof. SECTION 4 - DUTIES OF CONSULTANT 4.1 BASIC SERVICES Unless otherwise indicated, CONSULTANT shall perform each task and accomplish each objective described in Exhibit "A," "Scope of Work." CONSULTANT’s Basic Services shall be furnished as described in Exhibit "A". 960422 ~yn 0070958 2 4.2 ADDITIONAL SERVICES CONSULTANT shall perform or obtain any and all of the following additional services, not included under Basic Services, if so authorized’ in writing by CITY, and shall be paid as provided in Section 6 of this Agreement: 4.2.1 Providing services as an expert witness in connection with~ any .public hearing, arbitration proceeding, or proceeding of a court of record. 4.2.2 Incurring travel and subsistence expenses for CONSULTANT and his staff beyond those normally required under Basic Services. 4.2.3 .Performing any other services that may be agreed upon by the parties subsequent to the execution of this Agreement. 4.2.4 Such services as defined in Exhibit "A". 4.3 GENERAL DUTIES OF CONSULTANT 4.3.1 CONSULTANT represents that it is qualified to furnish the services described under this Agreement. CONSULTANT further declares that one or more members or employees of his firm and that of its subconsultants, if any, are licensed by the State of California to perform their services and that these services will be performed by them or under their supervision. CONSULTANT shall furnish to CITY for approval, prior to execution of each task, a list of all firms or corporations to be employed as subconsultants. 4.3.2 CONSULTANT states that it is aware of the requirements of the 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 accommoda- tions for persons with disabilities, and relating to facilities for persons with disabilities. CONSULTANT shall comply with such provisions in carrying out the terms of this Agreement. 4.3.3 CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirements and intentions of this Agreement. SECTION 5 - DUTIES OF CITY 5.1 CITY shall provide information regarding its requirements for the Project. 5.2 CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT’s work. 960422 syn 0070958 3 5.3 CITY shall furnish information as one in CITY’s files or are at its disposal, as listed in Exhibit "A"o 5.4 If CITY observes or otherwise becomes aware of any fault or defect in the Project’ or nonconformance with the contract documents, CITY shall give prompt written notice thereof to CONSULTANT. 5.5 CITY shall, furnish promptly information required by CONSULTANT. SECTION 6 - PAYMENT Payment shall be made by CITY only for services rendered and upon submission in triplicate of monthly progress payment re- quests. Each invoice shall be itemized, as to the type of payment described in this section. 6.1 CONSULTANT’S FEES In consideration for the full performance of the Basic Services and reimbursable expenses described in Section 4.1 of this Agreement, CITY agrees to pay CONSULTANT a fee as established in Exhibit A, not to exceed $60,000.00 annually for the services. The amount of CONSULTANT’s compensation shall be calculated as set forth in Exhibit "B", Schedule of Charges, attached hereto, on a time and materials basis, up to the maximum amount set forth in this paragraph 6.1. 6.1.1 Subconsultants. Fees for subconsultants, hired directly by CONSULTANT, shall be approved by CITY in advance of incurring such fees. 6.2 PAYMENT SCHEDULE 6.2.1 For Basic Services. Payments for Basic Services shall be made in progress payments in proportion to services performed. 6.2.2 Deductions. No deductions shall be made from CONSULTANT’s compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors. SECTION 7 - PROGRESS AND COMPLETION 7.1 TIME IS OF THE ESSENCE It is understood and agreed that time is of the essence of this Agreement, and that, following receipt of Notice to Proceed, CONSULTANT shall commence work on initial tasks of study in accordance with the time schedule, if any, in Exhibit "A". Work on subsequent tasks shall proceed in accordance with said time schedule. 960429 syn 0070958 4 7.2 TIME OF COMPLETION OF EACH PHASE CONSULTANT agrees to perform the services within the time limits set forth in Exhibit "A" provided, however, that any change in the scope of services or other changes due to CITY’s operating requirements, or in connection with other contractors or consu!- tants operations, may require a revised time table. CITY agrees to exercise due diligence in,performing its tasks to implement CONSULTANT’s time table. 7.3 CITY’S REVIEW AND APPROVAL Between each phase of work there is a review and approval period by CITY. CITY will exercise due diligence to complete these tasks; however, it is recognized that the interrelated exchange of information among CITY’s various dep~rtments makes it impossible to set a specific time schedule. Normally, CITY’s estimated period of review and approval will befurnished to CONSULTANT at the time of submission of each phase of work. 7.4 EXTENSION OF TIME OF COMPLETION In the event the services called for under this Agreement are not completed by CONSULTANT within the time specified, CITY shall have the option to extend the time of completion. This para- graph does not preclude the recovery of damages for delay of either party. SECTION 8 CHANGES IN WORK CITY may order major changes in scope or character of work, either decreasing or increasing the amount of CONSULTANT’s services. In the event that such changes are ordered, CONSULTANT shall be entitled to full compensation for all work performed prior to receipt of notice of change. Increased compensation for major changes shall be determined in accordance with Section 6 of the Agreement, but in. no event shall CITY be liable for payment unless the amount of Such extra compensation shall first have been agreed to in writing byCITY. ~n the event that major changes are ordered pursuant to this section, the schedule for progress and completion in Section 7 of this Agreement and compensation shall be adjusted by negotia- tion between CONSULTANT and CITY, subject to approval, if necessary by the Palo Alto City Council. SECTIOn1 9 TERMINATION OR SUSPENSION OF AGREEMENT 9.1 CANCELLATION BY CONSULTANT CONSULTANT may terminate this Agreement or suspend work on the Project upon thirty (30) days’ written notice to CITY, but only in the event of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project. 5960422 syn 0070958 9.2 CANCELLATION’BY CITY Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement o~ suspend work on the Project for any reason, upon fifteen (15) days’ written notice to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of service specified in Section 4 of .this Agreement. CONSULTANT agrees to cease all work under this Agreement upon receipt of said written notice° 9.3 COMPENSATION OF CONSULTANT IN THE EVENT OF TERMINATION OF THIS AGREEMENT In the event of termination of this Agreement or suspension of work on the ~roject by either CITY or CONSULTANT, CONSULTANT shall receive compensation as follows: 9.3.1 For approved items of service.under Section 4 of this Agreement, compensation shall be in the amount outlined under Section 6 of this Agreement for the items of service fully performed by CONSULTANT. 9.3.2 For items of service on which a notice to proceed has been issued by CITY, but which have not been fully completed and approved, CONSULTANT shall be compensated for said service in an amount which bears the same ratio to the total fee otherwise payable for the performance of said service as the service actually rendered bears to the total service necessary for the full performance of said item of service° 9°3.3 In no event shall the total compensation paid in the immediately preceding paragraphs exceed the payment specified in Section 6 for the respective items of service to be furnished by CONSULTANT. 9.3.4 Notwithstanding anything in the preceding para- graphs, upon termination for fault of CONSULTANT, CITY shall be obligated to pay for only that portion of the service which can be incorporated in the Project. 9.4 DUTIES OF CITY AND CONSULTANT Upon termination of this Agreement or suspension of work on the Project by either CITY or CONSULTANT, all duties of CITY and CONSULTANT, as set forth in Sections 4 and 5 hereinabove, shall terminate. SECTION i0 -CONSULTANT’S ACCOUNTING RECORDS Records of the following expenses pertaining to the Project shall be kept by CONSULTANT according to generally accepted accounting principles and shall be available to CITY at mutually convenient times: 960422 syn 0070958 6 i0.i Direct personnel expenses, including consultant expenses. (See Section 6 of this Agreement.) 10.2 Expenses pertaining to Additional Services. 6 of this Agreement.) (See Section SECTION Ii OWNERSHIP OF DOCUMENTS iioi Subject to the provisions of Paragraph 11.2 below, the original drawings, maps, plans, designs, records of survey, work data, specifications, and other documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of CITY whether the Project for which they are made is executed or not. 11.2 Upon termination under Section 9 of this Agreement and upon CITY’s payment of the amount required to be paid under the same section, the originals and all drawings, calculations, specifications and similar documents become the property of CITY, and CONSULTANT shall transfer them to CITY upon request without additional compensation. CITY shall have the right to utilize any completed or uncompleted drawings, estimates, specifications, and other documents prepared hereunder by CONSULTANT; however, CITY shall indemnify CONSULTANT against any loss which may be caused to CONSULTANT by such use and reuse. SECTION 12 -INTEREST OF CONSULTANT; CONSULTANT INDEPEN- DENT OF CITY In accepting this Agreement, CONSULTANT agrees to meet all requirements of the Conflict of Interest Code, including completing the Conflict of Interest Form furnished by the CITY. The form shall be signed by the CONSULTANT and shall be made a part of this Agreement. It is expressly agreed that in the performance of the professional services required under this Agreement CONSULTANT, and any of its subconsultants or employees, shall at all times be con- sidered independent contractors and not agents or employees of CITY. SECTION 13 OUTSIDE CONSULTANTS CONSULTANT shall be responsible for employing all outside consultants (subconsultants) necessary to aid ZONSULTANT in the performance of the services listed in Section 4 of this Agreement; provided, however, that all such subconsultants shall receive prior approval of CITY in writing and shall remain acceptable to CITY during the term of this Agreement. SECTION 14 -INDEMNITY CONSULTANT agrees to indemnify, defend and hold harmless CITY, its officers, agents and employees from any and all demands, 7960422 syn 0070958 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’f subcontractors’ or employees’ negligent acts, errors, or omlssions, or willful misconduct, or conduct for which the law imposes strict liability on CONSULTANT in the performance or failure to perform this Agreement. SECTION 15 -INSURANCE 15.1 LIABILITY INSURANCE 15.1.1 CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect throughout the entire term of this Agreement, the insurance coverage described in Exhibit "C", attached hereto, insuring not .only CONSULTANT and its subcontractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY, its officers, agents and employees, and each of them, with respect to activities and services performed by CONSULTANT for or on behalf of CITY under the provisions of this Agreement as an addition insured. 15.1.2 Certificates of such insurance, preferably on the forms provided by CITY, shall be filed with CITY concurrently with the execution of this Agreement or, with CITY’s approval, within ten (I0) working days thereafter. Said certificates shall be subject to the approval of the Risk Manager and shall contain an endorsement stating that said insurance is primary coverage and will not be cancelled or altered by the insurer except after filing with the 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’ compensa- tion, employer’s liability, and professional liability insurance). Current certificates of such insurance shall be kept on file at all times during the term of this Agreement with the City Clerk. 15.2 CORRECTION OF ANY ERRORS, OMISSIONS, AND AMBIGUITIES IN ~ONTRACT DOCUMENTS Any e~ors,omissions, or ambiguities in the contract documents which are discovered before the Project is out for bid shall be corrected by CONSULTANT without cost to CITYo CONSULTANT services required to make changes in construction resulting from errors, omissions, or ambiguities in the contract documents which are discovered after the contract is awardedshall be performed by CONSULTANT without cost to CITY only insofar as they result in unnecessary or non-beneficial changes in construction. CONSULTANT services required to make changes in construction resulting from errors, omissions, or ambiguities to the contract documents which are discovered after the contract is awarded shall be performed by CONSULTANT and shall be paid for by CITY only insofar as they add benefit to the construction work. 8 960422 ~yn 0070958 SECTION 16 -WORKERS’ COMPENSATION CONSULTANT, by executing this Agreement, 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 before commencing the perform- ance of the work of this Agreement. SECTION 17 AGREEMENT BINDING The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. SECTION 18 NONASSIGNABILITY" 18.1 PERSONAL SERVICES OF CONSULTANT Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned or subcontracted by CONSULTANT without the prior written consent of CITY: 18.2 SERVICES OF SUBCONSULTANT AND THEIR EMPLOYEES CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT here- under. No subconsultant of CONSULTANT will be recognized by CITY as such; rather, all subconsultants are deemed to be employees of CONSULTANT, and it agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub- consultants, if any, and shall keep the work under its control. If any employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. SECTION 19 -RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT It is mugually understood and agreed by and between the parties hereto .uhat CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done hereunder and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT’s work by CITY does not operate as a release of CONSULTANT from said obligation. 9 960422 syn 0070958 SECTION 20 -WAIVERS The waiver bY either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance. SECTION 21 NO IMPLIED WAIVER No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 22 - COSTS AND ATTORNEYS’ FEES The prevailing party in any action brought to enforce the terms of this Agreement or arising out of’ this Agreement may recover its reasonable costs and attorney fees expended in connection with such an action from the other party. SECTION 23 -NONDISCRIMINATION; PENALTY 23.1 DUTY OF CONSULTANT No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. If the value of this Agreement 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 "Compliance Report--iNondiscrimination Provisions of City of Palo Alto Contracts" on the form furnished by CITY and attached hereto as Exhibit "D" and made a part hereof by this reference. CONSULTANT agrees that each agreement for services from independent providers shall contain a provision substantially as follows: "PROVIDER shall provide CONSULTANT with a certificate stating that he (or she) is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; that he (or she) will pursue an affirmative course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that he (or she) will not discriminate in the employment of any person under this contract because of race, color, national origin, ancestry, sex or religion of such person." 960422 syn 0070958 10 23.2 PENALTY FOR DISCRIMINATION If CONSULTANT is found in violation of the nondiscrimina- tion provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it shall thereby be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of Twenty-Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this section. If CONSULTANT is found in violation of the nondis- crimination provisions of this Agreement or the applicable affirmative action guidelines pertaining to this Agreement, CONSULTANT shall be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel or suspend this Agreement, 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 found to have been in such noncompliance as damages for said breach of contract, or both. SECTION 24 ARBITRATION Upon agreement of the parties any controversy or claim arising out of or relating to this Agreement may be settled by arbitration in accordance with the Rules of the American Arbitra- tion Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. SECTION 25 NOTICES All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: With a copy to: Office of the City Clerk P. 0. Box 10250 Palo Alto, CA 94303 Proj ect Manager To CONSULTANT: Attention of the PROJECT DIRECTOR atthe address of CONSULTANT recited above 960422 syn 0070958 ii SECTION 26 - ALL COVENANTS ARE CONDITIONS All provisions of this Agreement are expressly made conditions. SECTION 27 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, ~either written or oral. This document may be amended only by written instrument, signed by both CITY and CONSULTANT. SECTION 28 GOVERNING LAW This Agreement shall begoverned by the laws of the State of California. IN WITNESS WHEREOF, theparties hereto have executed this Agreement the day and year firstabove written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Mayor City Manager Deputy City Manager, Administrative Services Director of Public Works Risk Manager Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF WORK AND ADDITIONAL TERMS SCHEDULE OF CHARGES INSURANCE NONDISCRIMINATION COMPLIANCE FORM 960422 syn 0070958 12 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF ) ss. On ~~ ~ , 1996, before me,~9~ ,-~O~i4~J~, a Notary Public i~ ~n~ ~or~said County and State, personally appeared ~b~ ~q. 5%)~0~ , personally known to me or proved to me on the ~asis of satisfactory evidence to be the person(~ whose name~6~) i~s/a~ subscribed to the within instrument and acknowledged to me that he_~/s~~ executed the same in hi_~!~-~:e~-~ authorized capacity(ie~), and that by his/~-x~e~ signature(~ on .the instrument the person~s@, or th~--~ntity upon behalf of which the person(~ acted, executed the instrument. WITNESS my hand and o~ficial seal. Signature of Notary Public 960424 syn 0070958 13 EXHIBIT A SCOPE OF WORK and ADDITIONAL TERMS 1.SCOPE OF WORK The scope of work will consist of the following engineering services associated with small improvement or emergency repair projects at the PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT. Work assignments, schedules, and fee will be established by the Project Manager for each project and agreed by CITY and CONSULTANT in writing and shall be deemed incorporated herein and made a part hereof by reference. The individual work assignments may include, but not be limited to, the following: Perform investigations-and engineering calculations to determine the material, strength, size, and other elements pertaining to plant equipment and structures; Prepare final design drawings and specifications; Review existing facilities and plant processes; Provide emergency response to review and evaluate plant process upsets, equipment failures, public complaints; Prepare engineering reports; Attend consultation meetings to formulate ideas and concepts for plant modifications and improvements; Review calculations, design drawings and specifications prepared by City staff ot third party; Perform construction observation and construction management for plant modifications and repairs; Assist in.developing compliance actions to meet emerging regulations; Provide technical support for RWQCP service area consideration of corrosion control of local water supplies for purposes of reducing copper levels in RWQCP wastewater discharges. Robert Ryder, Ph.D., and Tom 910716 syn 0070087 exb.1 Yeager, P.E. shall be made available to assist the City on this task. Specific tasks may include (but will not be limited to): monitoring California Department of Health Services and U. S. Environmental Protection Agency actions regarding corrosion inhibitor addition requirements to control lead and copper levels in the local water supply; attending meetings to explain and expand on technical information contained in reports prepared by Kennedy/Jenks Consultants for the City of Palo Alto and the Santa Clara Valley Water District; and performing engineering investigations and calculations relating to pilot testing. and possible future implementation of a local corrosion control program. TERM OF CONTRACT; RENEWAL The term of this Agreement shall be for an initial period of three years from the Effective Date. The Effective Date shall be the Date of Execution of this Agreement. On the third anniversary of the Effective Date and on each anniversary of the Effective Date thereafter, the Consultant shall submit to the City an updated schedule of charges in effect at that time. The updated schedule of charges will then become a part of this Agreement. this Agreement shall be automatically renewed for an additional one year term unless either party delivers notice to the other party not less than thirty days prior to the termination date of the then current term of the Agreement that the Agreement will not be renewed. In addition, this Agreement may be either suspended or terminated pursuant to section 9 of the Agreement. --- END --- 910716 syn 0070087 exb.2 Client/Address:City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 Contract/Proposal Date: 1 April 1996 Schedule of Charges Personnel Compensation Classification Drafter/Technician I(ennedy/J enks Consultants Hourly Rate ......................................... $ 57 January 1, 1996 Designer/Senior Technician .........................~ ...........72 Staff Engineer-Scientist ..................¯ .....................66 Senior Staff Engineer-Scientist ..................................73 Engineer-Scientist ...........................................86 Associate Engineer-Scientist ...................................96 Senior Associate Engineer-Scientist .............................1t0 Senior Engineer-Scientist .....................................122 Principal Engineer-Scientist ...................................135 Senior Principal ............................................140 Word Processor .............................................48 Non-Technical* . ...........: ................................37 *Non-technical time will be charged only for preparation of technical reports and similar material and does not apply to routine administrative-type activities. The above Hourly Rates include normal and incidental costs such as routine copying, communications, postage and office supplies. Direct Expenses Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as: a.Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b.Consultants, soils engineers, surveyors, contractors, and other outside serwces. c.Rented vehicles, local public transportation and taxis, travel and subsistence. d.Specific telecommunications and delivery charges. e.Special fees, insurance, permits, and licenses applicable to the work. f.Outside computer processing, computation, and proprietary programs purchased for the work. Reimbursement for owned automobiles, except trucks and four-wheel drive vehicles, used in connection with the work will be at the rate of 35~ per mile. The rate for trucks and four-wheel drive vehicles will be $25 per day and 40¢ per mile. Reimbursement for use of microcomputers will be at the rate of $10 per hour. Reimbursement for use of com- puterized drafting systems (CADD) will be at the rate of $20 per hour for microcomputer based systems and $25 per hour for minicomputer based systems. Rate for professional staff for legal proceedings or as expert witnesses will be at a rate one and one-half times the Hourly Rates specified above. In-house laboratory analysis, sampling vehicle, and equipment charges will be per current rate schedule or special quotation. Excise and gross receipts taxes, if any, will be added as a direct expense. Additional processing charges will be added for other than standard invoice backup documentation. The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective Jar~’uary 1, 1996 through December 31, 1996. After December 31, 1996, invoices will reflect the Schedule of Charges currently in effect. DEALEY, RENTC:N & ASSCX:;IATES P.O. BOX 12675 OAKLAND, CA 94604-26?5 ATT: DAVID EC~J~AN/FAX 452-2193 510-465-3090 KENNEDY/JENKS CONSULTANTS MARATHON PLAZA, IOTH FLOOR 303 SECOND STREET SAN FRANCISCO, CA 94107 CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CObPANIES AFFORD~IG COVERAGE COI~PANYLETTER A DESIGN PROFESSIONALS INS. CO. COI, PANY CCMMERCE & INDUSTRY INS, CO. LETTER C THE P.M. ERICAN INSURANCE CO. LETTER D NATIONAL SURETY CORP. COld’ANY LETTER E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWHAVE BEENISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED, NOTWITHST ANDING ANY REOUIREMENT, TERry1 OR CONDITION OF ANY CONTRACT OR OTHER DOCLJIvIENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES CESCRIBED HEREIN IS SUBJECT TOALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LMITS SHOWNMAY HAVE BEEN REDUCED BY PAID CLAI~tS. )’v~ERCII L GENERAL I ~ ~~.L OWNED AUTOS ~ :HEOULED AUTOS~RED AUT{ S ~NON-OWNED AUTOS ~LI~Y~~8RZLLA FO~ PROFESSI ~AL LIABILITY INCL. POLLUT I~ LIAB, G~:~J. L hM3 LITY X C(~ERCIAL QENERAL LIABILITY GL3407252 :’:’:’::CLAIMS IvlADE OCCUR. OWNER’S &CONT~CTOR’S PROT. A~ AUTO ~AGO 154891 ~[L OWNED AUXOS SCHEOULEO AUTOS HIRED AUTOS WC80692328 PL700095 10/01/95 10/01/96 10/01/95 1/01/96 9/15/95 10/01/96 1/01197 10/01/96 LIMITS GENERAL AGGREGATE PRODUCTS-C(~,tP/OP A6D. iS PERSONAL & AOY. INJURY EACH OCCURRENCE FIRE DAMAGE {An,/ one fire) $ MED. EXPENSE {Ar~ one person $ CEZVlBINED SINGLE $LIMIT BODILY INJURY (Per person] BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ EACH OCCURRENCE AGGREGATE X [ STATUTORY LIMITS EACH ACCIOENT DISEASE-POLICY LIMIT DISEASE-EACH EMPLOYEE 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 $ $ $ 1,000,000 $ 1,000,000 $ 1,OOO.ooo $1,000,000 PER CLAIM and ANNUAL AGGREGATE General/Auto Liability Additional Insured: City of Paid Alto, its officers, agents, and employees. Coverage is primary insurance. ~ii~i MAIL 30 DAYSWRITTENNOTICETOTHECERTIFICATEHOLDERNAMEDTOTHE City o~ Paid Alto ~ LEFT,- Plant Eng ineer~CP 2501 Embarcadero Way ~?:~-"--- RE "~’ CERTIFICATION of NONDISCRIMINATION SECTION 410 .~,ertification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certifies that they do not discriminate in employment with regards to age, race, color, religion, sex, national odgin, ancestry, disability, or sexual preference; that they. are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 2.0 To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job !evels. To communicate this policy to all persons concerned, including all employees, outside recruiting services, especially those serving minority communities, and to the minority communities at large. 3.0 To take affirmative action steps to hire minodty employees within the organization. 4.0 To be knowledgeable of the local, state, and federal laws and regulations conceming affirmative action policies and provide opportunities for employees. Firm: Kennedy/Jenks Consultants, Inc.DATE: April 2, 1996 Title of OfficerSignin_0g~ Vice President Signature Please include any additional information available programs now in effect within your company. regarding equal See attached Affirmative Action Plan on following page. (Please attach addi’donal pages if necessary) opportunity employment END OF SECTION CITY of PALO ALTO: Non-discrimination (6/94)SECTION 410-1 Equal Employment Opportunity and Affirmative Action Policy It is the policy of Kennedy/Jenks Consultants in accordance with federal and state laws to recruit, employ, train, compensate, transfer, and promote people without regard to race, color, religion, sex, age, ethnic or national origin, disability, Vietnam era veteran status, medical condition, ancestry, marital status or any other factor unrelated to their performance of job requirements. This policy is stated verbatim in the company’s Employee Manual in Section 3, Personnel Policies and Procedures. Donald R. Weiden, Executive Vice President, is the company’s Equal Employment Officer, and is responsible for the implementation of the company’s EEO/AA policies, plans and programs. The Equal Employment Opportunity and Affirmative Action Policy of Kennedy/Jenks Consultants includes the following: 1.Treat all employees and applicants for employment without regard to race, color, religion, sex, age, national origin, veteran status, disability, medical condition, ancestry or marital status. Afford equal opportunity and equal consideration to all applicants and employees in all employment decisions and personnel actions including recruiting, selection and employment, training, promotion, compensation and benefits, working conditions, transfer, layoff, termination, and reinstatement. 3.Base all employment and promotion decisions solely on individuals’ qualifications for the positions to be f’tlled. 4.Offer on-the-job training, guidance and encouragement to all employees to advance them to the optimum of their individual capabilities. 5.Make an outreach effort to provide full employment opportunities for members of minority groups and women at all job levels, particularly where they are under-represented, through recruiting and training/development actions. 6.Monitor progress of minority and women employees to ensure that they are free from systemic discrimination in personnel actions. 7.Consider Affirmative Action goals along with other goals of the company; and evaluate management performance on the progress toward the achievement of affirmative action goals as well as business goals. 8.Continually review and evaluate employment practices and personnel actions to ensure the equal Employment Opportunity and Affirmative Action Policy is implemented throughout the organization.