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1999-05-10 City Council (10)
City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPA~RTMENT: PUBLIC WORKS DATE:MAY 10, 1999 CMR:223:99 SUBJECT:APPROVAL OF CONTRACT WITH LARRY WALKER ASSOCIATES FOR CONSULTANT SERVICES TO ASSIST THE REGIONAL WATER QUALITY CONTROL PLANT IN FULFILLING THE REQUIREMENTS OF THE WASTEWATER DISCHARGE PERMIT RECOMMENDATION Staff recommends that Council: Approve and authorize the MaYOr to execute the attached contract with Larry Walker Associates in the amount of $90,000 for the first contract year for the consultant team of Larry Walker Associates and Montgomery Watson to assist the Regional Water Quality Control Plant (RWQCP) with the tasks related to fulfilling the requirements of the wastewater discharge permit. o Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract with Larry Walker Associates for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $12,000 for the first contract year. Authorize the City Manager or her designee to exercise the option to renew the contract for the second and third year in the amount of $90,000 each year provided the proposed cost of the renewal contract does not exceed the Consumer Price Index for all urban consumers (San Francisco - Oakland - San Jose, CA), the consultant is ’responsive to the City’s needs, and the quality of the consultant’s work is acceptable during the first year of the contract (and/or other conditions which will determine the City’s willingness to renew the contract). Funding for years two and three is contingent upon Council approval of the budget for each subsequent year. Authorize the City Manager or her designee to negotia~te and execute one or more change orders to the second and third years of the contract for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $12,000 in each year, provided the contract is renewed for those years. CMR:223:99 Page 1 of 3 DISCUSSION Consultant Services Description The work to be performed under the contract is assisting the City in fulfilling requirements of its permit to discharge to treated wastewater to San Francisco Bay. Components of the work include: the Developing specialized monitoring programs. Tasks to support the planning of the Watershed Management Initiative for the Santa Clara Basin. Tasks to support the State’s development of Total Maximum Daily Loads (TMDLs) and associated allocations to sewage treatment plants for various pollutants. Development, collection and assessment of data to determine appropriate pollutant listings under Section 303(d) of the Clean Water Act. Technical support of the appeal of the City’s wastewater discharge permit. Assistance to implement data management systems. Assistance on responding to new regulatory requirements. Selection Process Staff sent a request for proposals (RFP) to 13 consulting faa’ns on September 30, 1998. Firms were given 20 days to respond to the request. Two firms submitted proposals; costs ranged from $74,840 and $75,000. The most common reason for not submitting a proposal was that the firm was too busy. A selection advisory committee consisting of Public Works staff reviewed the proposals, and both firms were invited to be interviewed on October 30 and November 5. The committee carefully reviewed each firm’s qualifications and submittal in response to the RFP relative to the following criteria: past performance on similar projects, familiarity with the City’s data management sottware, experience in watershed planning, project manager qualifications and the proposed fee. Larry Walker As, sociates was selected because it was substantially more experienced in the regulatory aspects of watershed planning. Since. September the County-wide work plan for watershed management planning has been finalized and Palo Alto’s portion of the work has become more clear. Therefore tasks related to watershed management planing were added to an expanded scope of work which was not known when the RFP was issued, and the contract amount became $90,000, approximately $15,000 greater than either of the consultants’ estimates. The consultant will prepare portions of the watershed regulatory inventory, make recommendations for modifying regulations, and collect information on mercury sources. CMR:223:99 Page 2 of 3 RESOURCE IMPACT Funds are available in the operating budget of the Regional Water Quality Control Plant to cover the current year contract and contingency amounts. ENVIRONMENTAL REVIEW This contract approval does not constitute a project under CEQA and no environmental review was required. ATTACHMENTS Attachment A: Contract PREPARED BY:Phil Bobel, Manager, Environmental Compliance Division GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: EMILY HARRISON Assistant City Manager CMR:223:99 Page 3 of 3 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALOALTOAND LARRY WALKERASSOCIATES, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO_.~ALTO, a chartered city and a municipal corpo_ration-of--the Sta~e of California ~"CITY"), and LARRY:°WALKER ASSOCIATES, INC., a Cilifornia corporation, located at 509 ~4~h Street,~ Dav-~s, ~° California 95616 (IRS#:94- 2610668) ("CONSULTANT").° ....~ RECITALS: WHEREAS, CITY desires certain professionalconsulting 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 ~’A"; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: .SECTION i. TERM I.i ThiS Contract will commence on the date of its execution by CITY, and will terminate upon the earlier of twelve (12) months after the date the contract is entered into or completion of the Project, unless this Contract is earlier terminated by CITY or extended by CITY as provided herein. 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 to be developed by CONSULTANT as provided in Exhibit "A" and approved in writing by CITY’s Project Manager. Time is of the essence of this Contract. In the event that the Project is not compieted within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period Of time. This provision wil! not preclude the recovery of damages for delay caused by CONSULTANT. 990419 sdl 0052218 1.2 CITY may extend this contract for up to two (2) additional twelve (12) month periods by providing written notice to CONSULTANT at anytime before expiration of the original term, and upon negotiating compensation as provided in Section 5.1.2. SECTION 2.SCOPE OF PROJECT; CHANGES.& CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phas-~_ of the Basic Se~-vices ~ 2.2~ CITY may order substantial cha~ges~-in the ~co.pe 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 orderedi 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 Projeqt 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 Additiona! Services, as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, will add a direct and substantial benefit to the construction work required of the. construction contractor. The project manager in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. 990419 sdl 0052218 2 ~ECTION 3, 0UALIFICATIONS, STATUS. AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and_warrants thatit has the expertise and professional~-qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the proj.ect director and every individual, including any consultant (including CONSULTANTs), charged with the performance of the Services are du~y licensed or cirtifi~[~ by th@ State of California, to the extent ~ch_ 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 C~TY for- approv~l, pri6r to execution of this Contract, a list of all individuals and the names~ of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Tom Grovhoug as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Tom Grovhoug will also be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed.of all existing and future Federal, State of California, and local laws, ordinances, ~regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 990419 sdl 0052218 3.4.4 Will rep6rt immediately to the project manage~, 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 consDltants, if any/ under this Contract will become the property of CITY and will not be made available to any individual or organization byCONSULTANT or its consultants, if any, without the prior written app!oval of the city manager. ~ >~3.6 CONSULTANT will provide CITY ~with three (3) copies of any documents which are a part~-of the Deliverables u~on.their completion and acceptance by CITY. ~ 3.7 If CITY requests additional copies Of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 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 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 provide or cause to be provided to CONSULTANT such information as is in CITY’s possession regarding CITY’s 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 990419 sdl 0052218 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 purpose~ under this Contra~-ct. Phil Bobel--~s designated~ as the project-~-manager for the city manager.. The project ~ana~er will supervise the performance, progress, and execution of the ~Project. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely. manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In cohsideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Ninety Thousand and no/100 dollars ($90,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY, and included in the not to exceed ~Ninety Thousand and no/100 dollars ($90,000). CITY reserves the right to refuse payment of such fees, if such prior approva! is not obtained by CONSULTANT. 5.1.2 If extended by CITY pursuant to section 1.2, the compensation paid to CONSULTANT shall be a fee not to exceed Ninety Thousand and no/100 dollars ($90,000’) adjusted by an amount not to exceed the change in Consumer Price Index for all~urban consumers (San"Francisco-Oakland-San Jose, CA). 5.2 CONSULTANT shall submit detailed monthly bills to CITY in triplicate not later than the 15th day of each month. The billings shall indicate each day during the previous month that CONSULTANT or its consultants who have direct contractual relationships with CONSULTANTS provided services under the Agreement, the name of the person or consultant that provided services, the hours each person or consultant provided services and a brief description of the services provided. The bills shall also 990419 sdl 0052218 ¯ include a list of the reimbursable direct costs incurred during that month. CITY will pay CONSULTANT all undisputed charges within 30 days of receipt of the bill. 5.2.1 No deductions will be made from CONSULTANT’s compensation on account of penalties, liqqidated damages, or other sums withheld by CITY from payments to general contractors. 5.2.2 No deductions will be made from CONSULTANT’s 60=mpensation on account of’ penalties, liquidat~d damages, or other sums withheld by CITX from payments to general contractors. R~CORDS~.SECTION: 6.- ACCOUNTING, AUDITS, -~WNERSHIP OF ~ 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services andAdditional 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 direc[ion of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7.INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and 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. 990419 sdl 0052218 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 ahoy 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,-~erm, condition or ~ro~ision of ~: this Contract or~f iny applicable ~aw~or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at i~ts 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 B~S~’S Key Rating Guide rat±ngs of A:VII 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 obhain and maintain, in full force and effect during the term of this- Contract, identical insurance coverage, naming CITY as an additional insured.under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to hhe 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. 990419 sdl 0052218 7 9.4 The procuring of such required policy or policies of ~nsurance will not be construed to limit CONSULTANT’s liability he-r~under 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 ~0.i CONSULTANT, by executin!g this Contrac-~, c~rtifies~ that it is aware of the provisions of the Labor Code of t~e 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. 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. 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 initiatioh or continuation of services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or.terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the~ city manager in the reasonable exercise of her discretion. 990419 sdl 0052218 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 hot fully performed, CONSULTANT will be compensated for each item of service in,.an amount which bears the same ratio to the total fee otherwise payable for the performance of the ~ervice ~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 wil! 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 differencesin 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 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. 990419 sdl 0052218 SECTION 13. NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: J To CITY:Office of the CityCIerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 ~ith a copy to: = Phil Bobel City of Palo Alto, Public Works 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 bemade in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five. thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 990419 sd10052218 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 compi’iance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age,~ race, color, national ~ origin, ancestry,~ ~religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discr±mination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 15.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum o~ two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 16. MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions wil! be effected pursuant to the terms of this Contract. II 990419 sdl 0052218 16.2 Upon the agreement of the parties, any controversy or claimarising 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 bythe 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 U~ited 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 contract@, 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. 12 990419 sdl 0052218 oo 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal’ year in the event that funds are only appropriated for a portion of- the fiscal year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 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 LARRY WALKER ASSOCIATES, INC. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Public Works Risk Manager Taxpayer Identification No. 94-2610668 Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 990419 sdl 0052218 -13 COUNTY Or ) On ~/~ ~ , 19~, before me, the undersigned, a Notary Public in and for said County and State, personally ~ppeared ~7~~ ~, ~~6~ ~n ~/~(~ ~H~I~5 , personally !known to ~e or proved to me hhe basis of satisfactory evidence to be the person(s) whose name(s) .i-~/are subscribed to the within instrument and acknowledged to me that h~/they executed the same in h~/their authorized capacity(ies), and that by ~/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ~"-YO[O OOUNTY ~ ! Signatu~of N~i£~ Public 14 990419 sdl 0052218 EXHIBIT A SCOPE OF PROJECT AND TIME SCHEDULE NPDES PERMIT IMPLEMENTATION A.INTRODUCTION Consultant shall assist the City of Pal. Alto implement the requirements of the NPDES permit issued on June 17, 1998 for discharge to San Francisco Bay from the Regional Water Quality Control Plant (RWQCP). The RWQCP permit requires performance of a broad range of tasks.r-Consultant shall prepare a proposed work plan, gain approval from the RWQCP and implement the plan. SCOPE OF WORK The tasks to be included in the work plan described above shall include: Low-level analysis for organic pollutants. Consultant shall assist the City in planning and executing the study mandated by Provision E.3 of the permit: low-level analysis of the effluent for certain .organic pollutants. Three laboratories shall be used to conduct the analysis and determine reproducibility during calendar years 1999 and 2000. Consultant shall make arrangements with appropriate laboratories. City will collect and ship samples. Consultant shall prepare a summary and analysis of the data after one and two years of data collection. The data analysis will focus on the issue of reproducibility of results among the laboratories. 2.Watershed Management Initiative Support Consultant shall, at the direction of the City, support the Santa Clara Basin Watershed Management Initiative (WMI) by conducting assigned tasks leading toward the production of the Watershed Assessment Report, the Watershed Management Plan, and the Copper/Nickel Total Maximum Daily Load Analysis (C/N-TMDL). The C/N-TMDL is being prepared by Tetra Tech (a consulting firm). The Pal, Alto consultant shall provide Pal. Alto data and analysis to Tetra Tech and review documents prepared by Tetra Tech with respect to the interests of the RWQCP service area. Results of studies completed by Pal. Alto shall be interpreted for Tetra Tech and parti.cipants in the WMI. New data concerning the RWQCP service area needed for the C/N- TMDL, the Watershed Assessment Report, or the Watershed Management Plan shall be obtained by the Consultant. Consultant shall attend the .Regulatory and Bay Modeling and Monitoring subgroups meeting~ of the WMI and prepare brief (1-2 page) semiannual summaries of Palo Alto related actions which have occurred (due on January 10 and July 10 of each year). Consultant shall communicate the contents of the January 1998 Palo Alto NPDES Permit Application to the members of the WMI and analyze proposed site specific objectives, translators, load allocations, water quality criteria, and mixing zones with respect to it. Mercury. and other TMDL Work , Consultant shall assist the City in its participation role in TMDLs commenced which go beyond copper and nickel. (The C/N-TMDL is covered in 2) above.) The first additional anticipated TMDL effort is for Mercury. Consultant shall collect and prepare data needed to support the Mercury TMDL. 4.Section 303(d) List Development Support J Consultant shall determine the type of creek data which should be collected to support Development of the year 2000 303(d) list. Issues of grab vs composite, total vs dissolved, and supporting data (such as hardness) shall be addressed and communicated via technical memo. A schedule of a recommended process for consideration of appropriate data and development of the year 2000 303(d) list shall be included. Consultant shall coordinate issues with Regional Water Quality Control Board Staff and the Regulatory Subgroup of the WMI. NPDES Permit Appeal Consultant shall support the preparation of responses to the 1998 appeals of the NPDES permit for Palo Alto. Assigned issues shall be addressed via technical memos which can be incorporated into the final response. 6.I-I20 DMS Support Consultant shall provide support to Palo Alto on the use of the Pretreatment Program data system known as "H20 DMS." Consultant shall answer questions, assist with specialized data input and retrieval, and make minor adjustments to the system in response to requests by the City. San Francisquito Creek CRMP Support Consultant shall, at the direction of the City, prepare technical memos, summaries, literature searches or conduct other work in support of the San Francisquito Creek CRMP. The initial project shall be the preparation of an ongoing (long term) monitoring program to determine the health of the Creek and trends with respect to key issues. All stakeholders shall be involved. Sources of funding shall be identified and unfunded portions of the plan. shall be made clear. Components feeding into the 303(d) process shall be identified. ¯ Water colu.mn, sediment, biological, habitat, and geologic components shall be included. Efforts shall be made to continue to utilize past sampling locations where it would support trend analysis work. To this end, past sampling efforts and monitoring work shall be summarized at the beginning of the process. Tri-TAC Sut~Dort Consultant shall conduct administrative and technical tasks in support of the City of Palo Alto’s role in Tri-TAC, the State-wide organization of sewage treatment plants. Position statements, agendas, minutes, issue summaries, and action items shall be prepared, updated, and mailed as directed by the City. General Support Consultant shall, at the direction of the City, conduct special projects and evaluations related to the City’s compliance with the NPDES permit for the RWQCP. 10. Work Plan Within 30 days of finalization of the Contract, Consultant shall prepare a Work Plan, Schedule, and Budget Breakdown for the first year of. the Contract. LARRY WALKER ASSOCIATES RATE SCHEDULE - Effective July 1, 1998’ December 31, 1998 PERSONNEL Rate -’ S/hour Lan3’ Walker $165.00 Gil Wheeler $150.00 Tom Grovhoug $150.00 Malcolm Walker $140.00 .. Armand Ruby $130.00 Robert Smith $125.00 Melissa Thorme ¯$120.00 Betsy Elzufon ~$105.00 ~amela B arksdale $105.00 "t)enise Conners $105.00 Claus Suverkropp $100.00 Andy Bale $ I00.00 Nimi Mahadevar~$ 95.00 Kathryn Walker $ 85.00 Eric Zeigler $ 85.00 Brian Laurenson $ 85.00 Heather Kirschmann $ 85.00 Ashli Cooper $ 85.00 Dean Messer $ 85.00 Michelle Vikupitz $ 75.00 Yolanda Rivas $ 60.00 REIMBURSABLE DIRECT COSTS Travel:Local Mileage Transportation Auto rental Fares Room Subsistence (1) Report Reproduction and Copying - $0.30/mile - actual expense - actual commercial rate - actual expense - actual expense - $35.00 per day - actual - $0.06 - $0.75 outside expense per copy, in-house per binding, in-house Blue Prints - $0.78 for 22 x 34 - $0.84 for 24 x 36 - $1.17 for 30 x 42 Special Postage andExpress Mail -actual expense (not billed for intemally applied postage) Other Direct Costs - actual expense SUBCONTRACTORS - actual expense plus 10% for profit Not._.__~e: (1) Charged when ovemight lodging is required. DEALEY, RENTCN & ASSOCIATES Insurance Brokers P.O Box 12675 Oakland. CA 94604-2675 510-465-3090 ....~: .........................~i~, i .$~..,,:... i l: .~i. ~il y l.,..-~. ~ ,,,..,.~.,,, ,. ~,.-.--: ..............~ .......~,,: ................ "pROOUCE.q " "’~ri~ll5 CERTIPI~ATE I$ ISSUED AS A MATIP.R OP INPORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE NOI.DER. TNIS CERTIFICATE II:)OE$ NOT AMEND. EXTEND OR AL~£R THE ~OVERAGE AI=I=ORDIED BY THE i POI.I¢IE$ BELOW. COMPANII=$ AFI=ORDIN.G COVERAGE INC. ~SUR~ LARRY WALKER ASSOCIATES, 509 Fourth Street Davis+ CA 95616 LETTER ~OMa~NY LETTER CO~4:~NYLETTER mR Connecticut Specialty In+. Co American Motori~t~ In~. ’Co. De$iqn Professional+ In~. Co. Hartford Casualty In~. Co. :+. ~.. ~ t/I:: R A G I::: S ¯ >"" :’:" ":’>:’:’:’:’:+:’:< :’:’:+.’.’:’:’.’-"" ’ :+" ":"" :’:’:’:’:’:’:’:’:’~:’:+:’: :’:’:?-".’~:’:" ~-~’: +"+ ":’: ":’:’:’::’:’,+’:++::~ :-~:-’::’:’:’:" +>’" ":’:’:: :’.’:+:’: :’:’:’:’:+-"- ¯ "’*"~;.’~ ’~L~;"~ ~~+~+’~*~’~‘~ ~::..~. +.~...+.+T .~ ~ -...--...-:....-.:.:.:.:.....:*:+:.:v:.:.:-:..~y~.~ ,:~+:~+~;+,.~:~ ~+~-:+:.~ ~ ~ ~ ~- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHST ANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCL~ENT WITH RESPECT T O WHICH T HIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, ;HE INSURANCE AFFORDED BY 1"HE POLICIES DESCRIBED HEREIN iS SUBJECT ~O ALL THE TEI:~S, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES¯ L~ITS SHOWNMAY HAVE BEEN REDUCED BY PAID CLAIvtS. CC~,IERCIAL OENERAL LIABILITY CLAIMS MAOE [~ OCCUR. O~NER’S & CONTRACTOR’S PROT. AUTOMOBILE LIABILITY I ANY AUTO ALL OWNEO AUTOS SCHEOULEO AUTOS HIRED AUTOS NONoOWNEO AUTOS GARAGE LIABILITY POLI~Y NUMBER GL 300057 57UECHS9860 POLLY EFFECTIVE O~TE 3/11/99 4120/98 POLICY EXPER ATIOI~ D ATE ~MMIDOIYY) 3111199 4120199 LIMITS 6ENERAL AGGREGATE PRDOUC IS-C(~MP/0P AGE PERSONAL & ADV, INJURY EACH OCCURRENCE LIMIT B001LY INJU~ (P~r i B001LY INJURY {Pet a¢¢idenlJ PROPERLY !ACH OCCURRENCE AGGREGATE EXCESS LIAB~ITV -- IJIvIBRELEA FOl~’vl 9101198 EACH ACCIOEN! OISEASE-PDLICY LIMIT DISEASE-EACH EMPLOYEE WORKER’S ©OMPENSATION AND EMPLOYERS’ LIABILn’Y OTHER PROFESSIONAL ’ LIABILITY 7CW 235988-04 PL511967 910119"/ 3111/98 3111199 2,000,000 1,000,000 1,000,000 1,000,000 ,, 50,000 5,000 .... 1,000,000 $ $ $ $ 1,O00,O0O $ 1,000,O00 I1 1,o0o,ooo S5OO,OOO PER CLAIM & IN THE ANNUAL AGGREGATE DESCRIPTION OF OPERATIONSILOCATIONSIVF--.H~CLESISPE¢IAL ITEMS ~m e n ’~ ~a ’t ’1: a he d ...............................................................-.X....... -..i:~¯DE ...........................:: ’-::":,. ::" ".:"::’: "-:,-:::’:::::-:" ’.’:::’:::::::::":: .:’CA N ~ E LUATI’O N::;:~’~’:::: ::::::::::::::::::::::::::: .:" ,’:::’::":’ : :’:’:’:’;: ":~"::. ’:’::’.~ ;~:~ ~:;: ~ ~":: ~ :.:, ::’; :::’::~ ~ :~: ~;:: :.:~ ::’:" ~: ":~.::’: :’~’:’:!~’:":’:" ":" :" "’ ¯’ ....................................................................... i;~;::: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLEDBE ;i;i:.iii! EXPIRATION DATE THEREOF, THE ISSUIN~ COMPANY WILL~ i:!’.:!ii MAIL 30 DAYSWRITTENNO~ICETOTHECERTIFICATEHOLDERNAMEDTOT~E ..... AUTHOmZEO 15 3 4 8 2. 0 0 0 EXHIBIT D PART III o CERTIFICATION OF NONDISCRIMINATION FORM 410 NPDES Permit Implementation Assistance Certification of Nondiscrimination: As suppliers of goods’or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ances!ry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: Larry Walker Associates Title of Officer Signing: Vi’ce President / DATE: I0119198 CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION RFP #108932