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HomeMy WebLinkAbout1996-10-21 City Council (15)TO: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL 3 FROM:CITY MANAGER DEPARTMENT: Public Works AGENDA Date: October 21, 1996 CMR:435:96 SUBJECT:Approval of Consultant Contract with Salas O’Brien Engineers, Inc. for Design Services to Replace the Civic Center Chiller REQUEST This is a request for approval of a consultant contract with Salas O’Brien Engineers, Inc. in the amount of $79,055 for design services to replace the Civic Center Chiller. RECOMMENDATIONS 1. Approve and authorize the Mayor to execute the attached consultant contract with Salas O’Brien Engineers, Inc. in the amount of $79,055 to provide design services to replace the Civic Center Chiller. Authorize the City Manager or her designee to negotiate and execute one or more change orders to the consultant contract with Salas O’Brien Engineers, Inc., the total value of which shall not exceed $8,000. POLICY IMPLICATIONS The approval of this contract is consistent with existing policies. EXECUTIVE SUMMARY Consultant Services Description This project provides for study and design services to replace the 300 ton chiller located on the eighth floor mechanical room of the Civic Center. Work will include: removal and installation of the chiller; material disposal; all system ductwork and mechanical room modifications; seismic and structural improvements; and a leak alarm system. Selection Process This project was not selected to be reviewed by either of the standing committees. CMR:435:96 Page 1 of 2 Staff sent a request for proposals to five consulting firms on March 29, 1996. Firms were given 25 days to respond to the request. A pre-proposal meeting was held on April 9, 1996; four firms attended the meeting. A total of five firms submitted proposals. A selection advisor" committee consisting of Public Works and Utilities staff reviewed the proposals, and three firms were invited to participate in oral interviews on May 17, 1996. The committee carefully reviewed each firm’s qualifications. Salas O’Brien Engineers, Inc. was selected primarily because of their past experience with evaluation and installation of the new non-CFC chillers, and controls. FISCAL IMPACT Funds for this project are included in CIP 19602, Civic Center Chiller Replacement. ENVIRONMENTAL ASSESSMENT These services do not constitute a project for the purposes of the California Environmental Quality Act. CONFLICT OF INTEREST Staff, with the concurrence of the City Attorney, has determined that the consultant is exempt from complying with the financial disclosure provisions of the City’s conflict of interest code, because the consultant’s range of duties and services to be provided under the contract are limited in scope or are primarily ministerial in nature. ATTACHMENT Agreement PREPARED BY: Karen Smith, Manager of Facilities Maintenance and Projects DEPARTMENT HEAD REVIEW: ~ ~ GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: Assistant City Manager CMR:435:96 Page 2 of 2 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND SALAS O’BRIEN ENGINEERS, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and SALAS O’BRIEN ENGINEERS, INC., a California corporation, located at 305 S. llth Street, San Jose, CA 95112-2218 ("CONSULTANT"). RECITALS: 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 wil! terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision 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. 96092_4 syn 0042700 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either.decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of° the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work~ unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services 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 substantia! 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. CONSULTANT QUALIFICATIONS,STATUS,AND DUTIES OF 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 960924 syn 004270{) 2 names of their employers or principals to be employed consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign CARL SALAS as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. TED MENDOZA 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 wil! be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance 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 C0NSULTANT will provide CITY with four (4) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 960924 syn 0042700 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. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any 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 agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following 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 in an exhibit 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. 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. 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 960924 syn 0042700 4 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. KAREN SMITH 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 BILL SHADDLE, the supez-visor of facility project. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY wil! 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 seventy-nine thousand fifty-five dollars ($79,055). 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 eight thousand dollars ($8,000). An employee’s time will be computed at a multiple of one (i) times the employee’s direct personnel expense described be!ow. The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will 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 covering such work or changes, or both. Prior to commencing such extra work or changes, 960924 syn 0042700 5 or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of the Proj4ct by CONSULTANT will 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. 5.2 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 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. SECTION 6.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct Personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for~auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be 960924 syn 0042700 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 all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. 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 will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rightsunder this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force .and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identica! insurance coverage, naming CITY as an additional insured under such policies as required above. 960924 syn 0042700 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the 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. 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. 960924 syn 0042700 11.3 Upon CONSULTANT will be Additional Services such suspension or termination by CITY, compensated for the Basic Services and performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additiona! 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 wil’l be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to 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 tota! fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants,, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12.ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign; transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior 960924 syn 0042700 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 approva! 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 mai!, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14.CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 15. NONDISCRIMINATION 15.1 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 al! 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". 960924 syn 004270(I 10 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 bf 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 Emp!oyment 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 wil! 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 material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT wil! comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. !i 960924 syn 004270~ 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 are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo AltQ Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal 960924 syn 0042700 12 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 SALAS O’BRIEN ~NGINEERS, Its:~[O ~]C\ ~ ~ INC. Taxpayer’s I.D. No. 94-2624963 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 960924 syn 0042700 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) ) ss. On lO- ~- 1996, before me, a Notary Public in and for said County and State, personally appeared ...C~ L ~[~ ~, personally known to me or proved to me on the basis of satisfactory evidence to be the person(~) whose name(~r7 is/s_r~ subscribed to the within instrument and acknowledged to me that he/shc/thcy executed the same in his/h~-~r authorized capacity(i~s), and that by his/h~r signature(~) on the instrument the person(p), or the entity upon behalf of which the person(m) acted, executed the instrument. WITNESS my hand and official seal. ~ ~ GRACE H. ODATE ~~ COMM. # 996342 ¯COUNT’ O~ SAm* c~ ~Comm. Exp. June 7, 1997 Sign~tu~ of Notary Public 960924 syn 0042700 14 Exhibit A: Scope of Project and Time Schedule City of Palo Alto Chiller Replacement Project Scope of Project 1. Initial Study Phase The Consultant shall provide the following services: Visit and become familiar with the site and all required items in the construction scope of work. B.Attend a pre-design meeting with City staff. C.Work closely with City staffto assure the design costs do not exceed the de.sign budget. Perform annual energy simulation to determine part load performance of recommended chiller including APLV and FLE using DOE 2. DOE will be used for current/proposed only. Incremental run will be based on an equipment data prorate. Identify. the attributes of non-CFC chillers with high efficiency at partial and full load to meet peak day load. Provide comparison of proposed chillers for cost, energy, reliabili~’ criteria. Include discussion of technology-specific maintenance and noise issues. Determine the economics of operating a high efficiency chilled water system with a lower approach temperature. Include issues surrounding existing tower operation Perform life cycle costing analysis for comparison of alternatives (Federal Energy Management Program Building Life Cycle Costing 4) Discount rates and most recent LCC model provided by City. Identify potential problems/limitations with respect to the footprint of the proposed chiller and the existing mechanical room space and access. Include consideration for parallel chillers with pony arrangement. Review project with City staff and identify any chiller component parts that will need to be replaced along with the chiller such as pumps, control systems, etc. Review site for any structural or seismic modifications that may be required in conjunction with the replacement project. No Provide and estimate of the time required to complete the project. This schedule shall be updated monthly as a part of the design process. L.Provide an initial (conceptual) estimate of costs including modifications to the structure, equipment, and the chiller replacement to assure design is in accordance with budget. Include final options as appropriate for final concept plan prior to design development. Provide survey and quantification of planned future loads (i.e. build out") and of all building cooling loads not currently on the central chiller. 2. Preliminary Design Phase The design stage shall consist of the following work and shall include, but not be limited to, the usual professional services of mechanical engineering, architecture and civil/structural engineering as required. Determine final sizing based on loads analysis provided as a part of this design effort. Final plans include BAS tie-in for chiller/tower optimization as well as definition of hydraulics for pumps/piping/valves/controls. Design shall include parallel chillers if determined to be feasible in initial study phase. Develop 60% complete drawings for staff review and approval and attend a meeting with City staff at the 60% design completion stage to coordinate the preliminary and final design. Furnish four (4) bound sets ofblueline drawings and an outline of the technical and general requirement specifications. Consultant shall design all improvements to conform to applicable City/State Uniform Building Codes and regulations and shall include design for ASHRAE 15 requirements. Co Submit to the Project Manager, for review and approval with the Preliminary Design Phase documents, a revised current estimate of probable construction cost representing 60% design ~ompletion, based upon refinements of design that occurred during this phase. D.Assist City to prepare construction plan to minimize disturbance to normal City business. Consultant shall assist City staff to obtain a building permit by furnishing all necessary drawings and calculations and working with the Planning Department!Building Inspection Division as required. Consultant shall prepare from the approved preliminary design development drawings, the construction documents consisting of drawings and other data to fix and describe the size and character of the entire Project, including materials and such other essentials as may be appropriate. In particular, Consultant shall develop final detailed Drawings, Project Specifications, and a listing of all comments received during the review processes to develop final detailed Drawings and Project Specifications setting forth in detail the requirements for the construction of the Project. Consultant shal! advise City of any adjustment in costs due to the general market conditions by making necessary corrections in the cost estimate. The Contract Construction Specifications Institute - Part III format for section numbering and organization shall be followed. The Contract Specifications shall consist of Bidding and Contract Requirements (Division 0), General Requirements (Division 1), and Technical Specifications (Divisions 2-16): Consultant shall prepare all required sections of the Contract Specifications. If requested, Consultant at no extra cost to City, unless additional design work is required, shall prepare in the contract documents alternative bid items, in addition to base bid items. City shall furnish its standard boiler plate documents to be included in project documents. Go Fumish drawings and technical specifications to staff for review" and approval at the 90% design completion stage, and for final review and signing at 100% design completion. Plans and specifications to include details relating to performance requirements definition, long term maintenance issues, system training, equipment pre-purchase specification, and an equipment and system commissioning specification. No Submit to the Project Manager for revie~v and approval a detailed engineer’s estimate at the 100 % design completion stage. Bidding Period A.Attend a pre-bid conference for interested contractor personnel. No Assist staff at and after the pre-bid conference in responding to questions from prospective bidders during the bidding stage, and preparing any necessary addendums. Co Upon award by the City Council of the Construction contract, Consultant shall proceed to the Construction Stage. Construction Management The construction Stage will commence with the award of the construction contract and will terminate upon the filing and recordation of the notice of completion. Attend pre-construction meeting and answer questions regarding the plans and specifications prepared by Consultant. Consultant shall review and take appropriate professional action on laboratory, shop and mill tests, reports of equipment performance, shop drawings, samples, and other submissions of the contractor for conformance with the design concept of the Project and for compliance with the construction contract documents. C°Consultant shall prepare supplementary sketches required in order to clarify or supplement the original contract documents during the Construction Stage of work. D Consultant shall assist City in preparing contract field orders, extra work authorizations, change orders, issue proposal requests, respond to requests for information and monitor claims and legal notice. Consultant shall attend weekly meetings throughout the Construction Phase with the contractor and representatives of City to determine if the work is proceeding in conformance with the Contract Documents and shall submit to all concerned minutes of the meeting. F.Consultant shall respond in writing to all requests for information within 5 working days. Go Provide the Project Manager with one copy of the specifications and a complete set of four mil minimum thickness, single matte, good quality transparent mylar drawings of the Project, as-built (hereafter referred to as the "Record Drawings"), after final inspection. Prepare punch list of deficiencies and items to be accomplislqed to complete the project. Attend fin!l project acceptance walkthrough. Time Schedule Consultant agrees to perform the phased services within the time limits set forth under the following time schedule provided, however, that any change in the scope of services may require a revised time schedule. No Consultant shall complete all Initial Study Phase and Design Phase duties within sixty (60) calendar days after issuance of Notice to Proceed. No The Construction Stage shall be dependant upon the length of the contract, but in no event shall Consultant submit Record Drawings later than fourteen (14) calendar days after receipt of drawings from Contractor. City agrees to exercise due diligence in performing its tasks to implement Consultant’s time schedule. Duties of City. City shall furnish existing record drawings including, as applicable, locations, dimensions and complete data pertaining to the existing building. Exhibit B: Rate Schedule Basic Services Fees shall include all normal costs associated with a design project including: meetings, sub- consultants, preparation and reproduction of drawings and specifications. Consultant shall provide all basic services under this agreement for a fee not-to-exceed $77,055. Initial Study Phase $14,900 Design Phase $53,140 Bid Phase $2,090 Construction Management _$6.925 Total $77,055 Reimbursables Reimbursable expenses which are incurred by the Consultant on behalf of this project, and which are not covered in the basic services, shall be paid according to the following rate schedule and shall not exceed $2,000: Printing and delivery Travel Cost plus 20% $.3 l/mile Additional Services Additional services shall be reimbursed for all work requested outside the scope of basic services and upon prior written approval of the City. Reimbursement shall be on a time and materials basis according to the Consultant’s published hourly rates and shall not exceed a total of $8,000. CERTIFICATION of NONDISCRIMINATION SECTION 410 C_e_rtifi_catlon of Nondlscrimination: 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 origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 2.0 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 minority employees within the organization. 4.0 To be knowledgeable of the local, state, and federal laws and regulations concerning affirmative action policies and provide opportunities for employees. Please include’ any addit /Englneers, Principal / Inc.DATE: 10/9/96 onal information available regarding equal opportunity employment pro0rBms nnw in effent within your company, END OF SECTION CITY of PALO ALTO: Non-discrimination (6/94)SECTION 410.1 ¯CERTIFICATE OF INSURANCE ’SSO’DATE,MM,OD Y 10/~/~.~ r~oouc~R } THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY/~ND" I CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE -.r;.~Z t .Lr~oura:-~,3e t DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THELP_OLtCIES_BELO_W.4340 Redwood Highway F 142 San Rafael, CA 94903 COMPANIES AFFORDING COVERAGE INSURED COMPANY ,~LETTER ~ COMPANYLETTER B P.eiiance insurance Company CO LTR COMPANYSa!as O’Brien Engineers, Inc.LETTER 305 South llth Street San Jose, CA 93950 COMPANY LETTER COMPANY ~.~LE’I-FER COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR. OWNER’S & CONTRACTOR’S PROT. AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MM/DD/YY)DATE (MM/DD/YY)LIMITS GENERAL AGGREGATE PRODUCT~COMP/OP AGG. PERSONAL &ADV. INJURY EACH OCCURRENCE FIRE DAMAGE(Anyonefire) M~. EXPENSE COMBINED SINGLE LIMIT BODILY INJURY(Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM WORKER’S COMPENSATION STATUTORY LIMITS AND EACH ACCIDENT DISEASE--POLICY LIMITEMPLOYERS’ LIABILITY DISEASE--EACH EMPLOYEE OTHER Professional NPC0130527-00 7/9/96 7/9/97 $i Million per clai~ andLiabilityannual aggregate DESCRIPTIONOFOPERATIONSILOCATIONSIVEHICLESISPECIALITEMS Company rated A XI by A.M. Best Policy is subject to $15,000 per claim deductible. The policy will provide coverage for an indemnification ~reem~nt.o .- for the negligent acts, errors & omissions of Salas O’Brien. CERTIFICATE HOLDER City P. O. ;,,T iq,-$: CANCELL’ATION of Pa!o Alto Box 10250 Alto, CA 94303 "Fac. }[aint. Chiller Replacement Karen Smith SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ~t~’~F~’~ MAIL 30 DAYS WRITi’EN NOTICE TO THE CERTIF. ICATE HOLDER NAMED TO THE ACORD 2S-S_~__.~_9_0.) .........©ACORD CORPORATION 1990.