HomeMy WebLinkAbout1999-08-02 City Council (16)TO:
City of Palo Alto
C ty Manager’s Report
HONORABLE CITY COUNCIL 1
FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS
DATE:AUGUST 02, 1999 CMR:324:99
SUBJECT:APPROVAL OF A BUDGET AMENDMENT ORDINANCE IN THE
AMOUNT OF $120,349; AWARD OF CONTRACT WITH ANDERSON
PACIFIC ENGINEERING CONSTRUCTION INCORPORATED IN
THE AMOUNT OF $546,808 AND APPROVAL OF CHANGE ORDER
AUTHORITY, AND APPROVAL OF INCREASED CHANGE ORDER
AUTHORITY FOR CONTRACT C8104362 BETWEEN THE CITY OF
PALO ALTO AND WALLACE ROBERTS &TODD FOR
DOWNTOWN URBAN DESIGN IMPROVEMENTS CIP #19608 PHASE
ONE
RECOMMENDATION
Staff recommends that Council:
1.Approve a Budget Amendment Ordinance in the amount of $120,349 for: 1) installation
of additional newsracks in the downtown; 2) additional consulting services for new
newsrack locations, with the firm of Wallace Roberts and Todd; 3) additional expenses
required to produce the public art elements of the project; and 4) provision of a
contingency for miscellaneous project expenses.
Approve and authorize the Mayor to execute the attached contract with Anderson
Pacific Engineering Construction Incorporated in the amount of $546,808 for
construction of the Downtown Urban Design Implementation CIP #19608 including the
signage add-alternative # 1.
Authorize the City Manager or her designee to negotiate and execute one or more
change orders to the contract with Anderson Pacific Engineering Construction
Incorporated for related, additional but unforeseen work which may develop during the
project, the total value of which shall not exceed $54,000.
Increase the City Manager’s or her designee’s authority to negotiate and execute one
or more change orders to contract C8104362 with Wallace Roberts and Todd
CMR:~24.99 Pa.~
perform the design and construction administration for the Downtown Urban
Improvements Project from $4,000 to $10,000 for related, additional but unforeseen
work which may develop during the project.
BACKGROUND
The Downto~vn Urban Design Improvements Project is a Capital Improvement Program
(CIP) project for implementing improvements to downtown public spaces identified in the
Downtown Urban Design Guide adopted by Council in 1994. On April 1, 1996, Council
approved an agreement with Wallace Roberts & Todd to perform the feasibility and
schematic design for the Downtown Urban Improvements Project. The resulting Downtown
Urban Design Master Plan was presented to and approved by Council on August 11, 1997
(CMR:355:97). On February 17, 1998, Council approved an agreement with Wallace
Roberts & Todd to perform design and construction administration services for construction
of Phase I (CMR: 198:98).
DISCUSSION
Project Description
The work to be performed under the contract involves implementing a major part of the
Phase 1 street improvements described in the Council-adopted Downtown Urban Design
Master Plan. The scope for this general construction contract includes the renovation of four
major University Avenue intersections in the Downtown. The elements in this phase include
newsracks, bike racks, benches, trash receptacles, and signage. The scope of the intersection
work includes modification of the existing bunker walls along University Avenue,
installation of metal rail safety screening with attached newsracks, and adjacent irrigation
and landscaping improvements. As a result of changes to the project scope, several elements
of the project require additional funding including: additional news boxes ($55,000);
supplementary design services ($6,000); additional funding for artists’ contracts ($54,349);
and miscellaneous project expenses ($5,000). Each of these are discussed below.
The comprehensive newsrack regulations approved by Council in 1998 provided for a
maximum of 252 news boxes to be installed, which is 120 additional newsboxes over the
previous estimate of t32 newsboxes in the Downtown Urban Design Master Plan. The cost
of providing newsracks for the 120 additional newsboxes was not included in the original
budget for Phase 1. Construction costs associated with this change in scope are estimated
to be $55,000. The addition of these newsboxes required significant supplementary services
from the project consultant to identify suitable locations for the additional newsracks and to
resolve conflicts with other design features in the project. The e~sting authority for change
orders and supplementary services was reduced by $6,000 to complete the design work
necessary for the additional newsrack locations. These change order funds need to be
replenished to allow funding for future unforeseen designa and consulting services. A fee
CMR:324:99 Page 2 of 5
increase of $6,000 is required to compensate the consultant for these design services. An
allocation of $5,000 is recommended by staff to cover other miscellaneous project expenses
such as material testing and minor administrative costs.
Two separate artistic contracts will provide the public art elements for the project. One
artistic contract provides for fabrication and installation of ceramic tile on the existing
concrete bunker walls. The second artistic contract provides for fabrication of hand crafted
artistic bronze panels to be placed on the concrete bunker walls and on the adjacent metal
newsrack railing. Council approved the artists’ contracts on July 19, 1999 (CMR:311:99).
The artists’ contracts exceeded the original budget amount by $54,349, due to the Public Art
Commission’s (PAC) desire to provide unique, handcrafted art features in the downtown
commercial district. These fees were negotiated on the basis of design concepts approved
by the PAC and Architectural Review Board (ARB).
General construction work is scheduled to begin immediately after closure of the 1999 Palo
Alto Festival of the Arts. The Festival occupies the work areas during the weekend of
August 21 and 22, 1999. Special project-scheduling conditions also require the contractor
to cease street and sidewalk construction activities during the holiday shopping season.
Other related Phase 1 work not in this contract includes installation of two automatic public
toilets (APTs), and replacement of intersection street lights at six University Avenue
intersections in the Downtown. These projects will commence this Fall and will not conflict
with the Palo Alto Art Festival or Holiday shopping season.
Bid Process
Plans and specifications for the Downtown Urban Design Improvement Project were sent to
fourteen builders’ exchanges on June 29, 1999. A notice inviting formal bids for the project
was sent to twelve contractors. Staff made follow-up phone calls to encourage the
contractors to obtain plans and bid on the project. The bidding period was twenty-one days.
A pre-bid meeting was held on July 13, 1999. Three bidders attended the meeting. Bids were
received from two qualified contractors on July 20, 1999, as listed on the attached bid
summary (Attachment C). Bids ranged from a high of $ 678,504 to a low bid of $ 546,808.
Contractors not responding indicated that they did not submit a bid because of their
commitment to on-going projects and preparation of bids for other competing public projects
being advertised at the same time.
Staff has reviewed all bids submitted and recommends that the bid of $ 546,808, including
the signage add-alternative #1, submitted by Anderson Pacific Engineering Construction
Incorporated be accepted and be declared the lowest responsible bidder. The add-alternative
work includes directional signs to parking lots and other civic facilities. It also includes
replacement of existing parking lot signs. Funding for the signage work is available from the
CMR:324:99 Page 3 of 5
Public Works, Streets functional area of the operating budget. The bid is 9.9 percent below
the engineer’s estimate of $ 606,927. The change order authority of $ 54,000, which equals
approximately ten percent of the total contract, is requested to p.ay for related, additional
unforeseen work, which may develop during the project.
Staff checked references supplied by the contractor for previous work performed and found
no significant complaints. Staff also checked with the Contractors State License Board and
found that the contractor has an active license on file.
RESOURCE IMPACT
The attached BAO requests funds not to exceed $120,349 from the General Fund Budget
Stabilization Reserve. The request is a one-time expense and there are no future year
resource needs anticipated as a result of this BAO.
Funds for the signage add-alternative #1 ($t4,638) is available from the 1999-00 Public
Works Department, Streets functional area of the operating budget.
Attachment B summarizes the BAOs approved to date in FY1999-00 that impact the General
Fund Budget Stabilization Reserve. This attachment also estimates furore year ongoing costs
associated with BAOs approved to date to provide a projection for the future resource needs
from the General Fund for those programs approved after the adoption of the FY1999-00
Budget.
POLICY IMPLICATIONS
The Downtown Urban Design Implementation Phase 1 will implement needed streetscape
improvements identified in the Downtown Urban Design Guide for the purpose of keeping
the Downtown a vibrant and desirable place for pedestrians and retailers. The improvements
are consistent with the Urban Design Element of the Comprehensive Plan-Policy 5,
"Encourage rehabilitation of aging retail areas to keep them economically healthy."
ENVIRONMENTAL REVIEW
An environmental assessment and a Negative Declaration of no significant environmental
impact was presented to Council as an attachment to CMR:355:97. Council adopted the
Negative Declaration as part of the approval actions taken pursuant to that report.
ATTACHMENTS
Attachment A:
Attachment B:
Attachment C:
Attachment D:
Budget Amendment Ordinance
Budget Amendment Ordinances Impacting the General Fund Approved
To Date In FY1999-00
Bid Summary
Contract
CMR:324:99 Page 4 of 5
PREPARED BY: Jim Harrington, Senior Engineer, Public Works Engineering
DEPARTMENT HEAD:
GLENN S. ROBERTS
Director o~
CITY MANAGER APPROVAL:~EMI~G / ’ "]
Q~lty Manager
CMR:324:99 Page 5 of 5
ATTACHMENT A
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL YEAR 1999-00 TO
PROVIDE AN ADDITIONAL APPROPRIATION OF $120,349 FOR
DOWNTOWN URBAN DESIGN IMPROVEMENTS CAPITAL IMPROVEMENT
PROJECT NUMBER 19608
WHEREAS, pursuant to the provisions of Section 12 of Article
III of theCharter of the City of Palo Alto, the Council on June 28,
1999 did adopt a budget for fiscal year 1999-00; and
WHEREAS, the Downtown Urban Design Improvements Capital
Improvement Project 19608 was established to implement streetscape
improvements in the downtown retail core, including the installation
of signage, street furniture, newsracks, landscaping and other
elements; and
WHEREAS, the newsrack regulations approved by Council in 1998
al!ow for the placement of 120 more newsracks than was originally
approved by Council in the Downtown Urban Design Master Plan in
1997; and
WHEREAS, the project costs of construction and supplementary
consultant services associated with the placement of the additional
newsracks will result in an increase of $66,000; and
WHEREAS, after reviewing this project, the Art Commission and
Architectural Review Board have recommended public art elements not
included in the origina! scope of work; and
WHEREAS, the cost for the additional art work exceeds the
original amount budgeted for this purpose by $54,349; and
WHEREAS, there is $810,480 currently available for CIP project
19608, and an additiona! appropriation of $120,349 is needed for the
installation of additional newsracks and artwork in the downtown
retail core to complete this phase of the project; and
WHEREAS, the additional appropriation of funds requested from
the General Fund Budget Stabilization Reserve is for a one-time cost
and there are no future year resource needs anticipated as a result
of this ordinance; and
WHEREAS, City Council authorization is needed to amend the
1999-00 budget as hereinafter set forth.
NOW, THEREFORE, the Council of the City of Palo Alto does
ORDAIN as follows:
SECTION i. The sum of One-Hundred Twenty Thousand Three
Hundred Forty Nine Dollars ($120,349) is hereby appropriated to
Capital Improvement Project No. 19608 and the Budget Stabilization
Reserve is correspondingly reduced.
SECTION 2. This transaction will reduce the Budget
Stabilization Reserve from $20,091,888 to $19,971,539.
SECTION 3. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Counci! is
required to adopt this ordinance.
SECTION 4. An environmental assessment and a Negative
Declaration of no significant environmental impact were presented
to Council as an attachment to the Downtown Master Plan
(CMR:355:97). Council adopted the Negative Declaration as part of
the actions taken pursuant to that report.
SECTION 5. As provided in Section 2.04.350 of the Palo Alto
Municipal Code, this ordinance shal! become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:City Manager
Senior Asst. City Attorney Director of
Services
Administrative
Director of Public Works
ATTACHMENT B
Budget Amendment Ordinances Impacting General Fund Reserves Approved To Date in 1999-00
Estimated Beginning Budget Stabilization Reserve (BSR)
Balance
Adopted Budget Addition to BSR
Downtown Urban Design Improvements, CIP 19608 ($120,349)
$18,877,888
$1~14,000
($120,349)
BSR Balance After BAO’s $19,971,539
FORMAL CONTRACT
ATTACHMENT C
SECTION 500
CONTRACT No.
(Public Work)
This Contract, number dated , is entered.into by and between the City of Palo Alto,
a chartered city and a municipal corporation of the State of California ("City"), and Anderson Pacific Engine.~ring
Construction Incorporated, a California Con3oration, ("Contractor").
For and in consideration of the covenants, terms, and conditions ("the provisions") of this Contract, City and Contractor
("the parties") agree:
Term. This Contract shall commence and be binding on the parties on the Date of Execution of this Contract, and
shall expire on the date of recordation of the Notice of Substantial Completion, or, if no such notice is required
to be filed, at the end of the last fiscal year covered by the agreement hereunder, subject to the earlier termination
of this Contract.
General Scope of Project and Work. Contractor shall furnish labor, services, materials and equipment in
connection with the construction of the Project and complete the Work in accordance with the covenants, terms
and conditions of this Contract to the satisfaction of City. The Project and Work is generally described as fol lows:
Title of Project: Downtown Urban Design Implementation (IFB) Number: 116994
Base Bid:$499,728
Add Alternative #1:$ 47,080
Total Bid(including Add Alternative #1)~ $546,808
Contract Documents. This Contract shall consist of the documents set forth below, which are on file with the City
Clerk and are hereby incorporated by reference. For the purposes of construing, interpreting and resolving
inconsistencies between and among the provisions of this Contract, these documents and the provisions thereof
are set forth in the following descending order of precedence.
g.
h.
j.
k.
This Contract.
Invitation For Bid.
Project Specifications.
Drawings.
Change Orders.
Bid.
Supplementary Conditions.
General Conditions.
Standard Drawings and Specifications (1992).
Certificate of Insurance, Performance Bond, Labor & Materials (Payment) Bond.
Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the
Standard Drawings and Specifications (1992).
Any other document not expressly mentioned herein which is issued by City or entered into by the parties.
Compensation. In consideration of Contractor’s performance of its obligations hereunder, City shall pay to
Contractor the amount set forth in Contractor’s Bid in accordance with the provisions of this Contract and upon
the receipt of written invoices and all necessary supporting documentation within the time set forth in the Contract
Specifications and the Standard Drawings and Specifications (1992), or, if no time is stated, within thirty (30) Days
CITY OF PALO ALTO: IFB 116994 PAGE 1 OF 7
FORMAL CONTRACT
of the date of receipt of Contractor’s invoices.
SECTION 500
Insurance. On or before the Date of Execution, Contractor shall obtain and maintain the policies of insurance
coverage described in the Invitation For Bid on terms and conditions an¢l in amounts as may be required by the
Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property or the personal
property of any person performing labor or services or supplying materials or equipment under the Project.
Contractor shall furnish City with the certificates of insurance andwith original endorsements affecting coverage
required under this Contract on or before the Date of Execution. The certificates and endorsements for each
insurance policy shall be signed by a person who is authorized by that insurer to bind coverage in its behalf. Proof
of insurance shall be mailed to the Project Manager to the address set forth in Section 15 of this Contract.
Indemnification. Contractor agrees to protect, defend, indemnify and hold City, its Council members, officers,
employees, agents and representatives harmless from and against any and all claims, demands, liabilities, losses,
damages, costs, expenses, liens, penalties, suits, or judgments, arising, in whole or in part, directly or indirectly,
at any time from any injury to or death of persons or damage to property as a result of the willful acts or the
negligent acts or omissions of Contractor, or which results from Contractor’s noncompliance with any Law
respecting the condition, use, occupation or safety of the Project site, or any part thereof, or which arises from
Contractor’s failure to do anything required under this Contract or for doing anything which Contractor is required
not to do under this Contract, or which arises from conduct for which any Law may impose strict liability on
Contractor in the performance of or failure to perform the provisions of this Contract, except as may arise from
the sole willful acts or negligent acts or omissions of City or any of its Council members, officers, employees,
agents or representatives. This indemnification shall extend to any and all claims, demands, or liens made or filed
by reason of any work performed by Contractor under this Contract at any time during the term of this Contract,
or arising thereafter.
To the extent Contractor will use hazardous materials in connection with the execution of its obligations under this
Contract, Contractor further expressly agrees to protect, indemnify, hold harmless and defend City, its City Council
members, officers and employees from and against any and all claims, demands, liabilities, losses, damages,
costs, expenses, liens, penalties, suits, or judgments City may incur, arising, in whole or in part, in connection with
or as a result of Contractor’s willful acts or negligent acts or omissions under this Contract, under the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601-6975, as amended);
the Resource Conservation and Recovery Act (42 U.S.C. §§6901-6992k, as amended); the Toxic Substances
Control Act (15 U.S.C. §§2601-2692, as amended); the Carpenter-Presley-Tanner Hazardous Substance Account
Act (Health & Safety Code, §§25300-25395, as amended); the Hazardous Waste Control Law (Health & Safety
Code, §§25100-25250.25, as amended); the Safe Drinking Water and Toxic Enforcement Act (Health & Safety
Code, §§25249.5-25249.13, as amended); the Underground Storage of Hazardous Substances Act (Health &
Safety Code, §§25280-25299.7, as amended); or under any other local, state or federal law, statute or ordinance,
or at common law.
o Assumption of Risk. Contractor agrees to voluntarily assume any and all risk of loss, damage, or injury to the
property of Contractor which may occur in, on, or about the Project site at any time and in any manner, excepting
such loss, injury, or damage as may be caused by the sole willful act or negligent act or omission of City or any
of its Council members, officers, employees, agents or representatives.
Waiver. The acceptance of any payment or performance, or any part thereof, shall not operate as a waiver by
City of its rights under this Contract. A waiver by City of any breach of any part or provision of this Contract by
Contractor shall not operate as a waiver or continuing waiver of any subsequent breach of the same or any other
provision, nor shall any custom or practice which may arise between the parties in the administration of any part
or provision of this Contract be construed to waive or to lessen the right of City to insist upon the performance of
Contractor in strict compliance with the covenants, terms and conditions of this Contract.
9.Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force
’CITY OF PALO ALTO: IFB 116994 PAGE 2 OF 7
FORMAL CONTRACT SECTION 500
pertaining to the Project and Work and this Contract, with the requirement of any bond or fire underwriters or other
similar body now or hereafter constituted, with any discretionary license or permitissued pursuant to any Law of
any public agency or official as well as with any provision of all recorded documents affecting the Project site,
insofar as any are required by reason of the use or occupancy of the Project site, and with all Laws pertaining to
nondiscrimination in employment and hazardous materials.
10.Bonds. As a condition precedent to City’s obligation to pay compensation to Contractor, and on or before the Date
of Execution, Contractor shall furnish to the Project Manager the Bonds as required under the Invitation For Bid.
11.Representations and Warranties. In the supply of any materials and equipment and the rendering of labor and
services during the course and scope of the Project and Work, Contractor represents and warrants:
Any materials and equipment which shall be used during the course and scope of the Project and Work
shall be vested in Contractor;
Any materials and equipment which shall be used during the course and scope of the Project and Work
shall be merchantable and fit to be used for the particular purpose for which the materials are required;
Any labor and services rendered and materials and equipment used or employed during the course and
scope of the Project and Work shall be free of defects in workmanship for a period of one (1) year after
the recordation of the Notice of Substantial Completion, or, if no such notice is required to be file d, on the
date that final payment is made hereunder;
Any manufacturer’s warranty obtained by Contractor shall be obtained or shall be deemed obtained by
Contractor for and in behalf of City.
Any information submitted by Contractor prior to the award of Contract, or thereafter, upon request,
whether or not submitted under a continuing obligation by the terms of the Contract to do so, is true and
correct at the time such information is submitted or made available to the City;
Contractor has not colluded, conspired, or agreed, directly or indirectly, with any person in regard to the
terms and conditions of ContractoCs Bid, except as may be permitted by the Invitation For Bid;
Contractor has the power and authority to enter into this Contract with City, that the individual executing
this Contract is duly authorized to do so by appropriate resolution, and that this Contract shall be
executed, delivered and performed pursuant to the power and authority conferred upon the person or
persons authorized to bind Contractor;
Contractor has not made an attempt to exert undue influence with the Purchasing Manager or Project
Manager or any other person who has directly contributed to City’s decision to award the contract to
Contractor;
There are no unresolved claims or disputes between Contractor and City which would materially affect
Contractor’s ability to perform under the Contract;
Contractor has furnished and will furnish true and accurate statements, records, reports, resolutions,
certifications, and other written information as may be requested of Contractor by City from time to time
during the term of this Contract;
Contractor and any person performing labor and services under this Project are duly licensed by the State
of California as required by California Business & Professions Code Section 7028, as amended; and
CITY OF PALO ALTO: IFB 116994 PAGE 3 OF 7
FORMAL CONTRACT SECTION 500
I.Contractor has fully examined and inspected the Project site and has full knowledge of the physical
conditions of the Project site.
12.Assignment. This Contract and the performance required hereunder is p~rsonal to Contractor, and it shall not be
assigned by Contractor. Any attempted assignment shall be null and void.
13.Claims of Contractor. All claims pertaining to extra work, additional charges, or delays within the Contract Time
or other disputes arising out of the Contract shall be submitted by Contractor to City in writing by certified or
registered mail within ten (10) Days after the claim arose or within such other time as may be permitted or required
by law, and shall be described in sufficient detail to give adequate notice of the substance of the claim to City.
14.Audits by City. During the term of this Contract and for a period of not less than three (3) years after the expiration
or earlier termination of this Contract, City shall have the right to audit Contractor’s Project-related and
Work-related writings and business records, as such terms are defined in California Evidence Code Sections 250
and 1271, as amended, during the regular business hours of Contractor, or, if Contractor has no such hours,
during the regular business hours of City.
15.Notices. All agreements, appointments, approvals, authorizations, claims, demands, Change Orders, consents,
designations, notices, offers, requests and statements given by either party to the other shall be in writing and
shall be sufficiently given and served upon the other party if (1) personally served, (2) sent by the United States
mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission,
if sent to the telephone FAX number set forth below during regular business hours of the receiving party and
followed within two (2) Days by delivery of a hard copy of the material sent by facsimile transmission, in
accordance with (1), (2) or (3) above. Personal service shall include, without limitation, service by delivery and
service by facsimile transmission.
To City:City of Palo Alto
City Clerk
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
Copy to:City of Palo Alto
Public Works Department, Engineering Division
250 Hamilton Ave
P.O. Box 10250
Palo Alto, CA 94303
Attn: Jim Harrington, Project Manager
To Contractor:
Anderson Pacific Enqineering Construction Incorporated
1390 Norman Avenue
Santa Clara, CA 95054
Attn: Peter E Anderson
16.Appropriation of City Funds. This Contract is subject to the fiscal provisions of Article III, Section 12 of the Charter
of the City of Palo Alto. Any charges hereunder for labor, services, materials and equipment may accrue only
after such expenditures have been approved in advance in writing in accordance with applicable Laws. This
Contract shall terminate without penalty (I) at the end of any fiscal year in the event that funds are not appropriated
for the following fiscal year, or (ii) at any time within a fiscal y ear in the event that funds are only appropriated for
CITY OF PALO ALTO: IFB 116994 PAGE 4 OF 7
FORMAL CONTRACT
a portion of the fiscal year andfunds for this Contract are no longer available.
event of a conflict with any other provision of this Contract.
SECTION 500
This Section 16 s hall control in the
17.Miscellaneous.
Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor’s bailee,
and City is, therefore, not responsible for any damage to the personal property of Contractor.
Consent. Whenever in this Contract the approval or consent of a party is required, such approval or
consent shall be in writing and shall be executed by a person having the express authority to grant such
approval or consent.
Controlling Law. The parties agree that this Contract shall be governed and construed by and in
accordance with the Laws of the State of California.
Definitions. The definitions and terms set forth in Section 1 of the Standard Drawings and Specifications
(1992) of this Contract are incorporated herein by reference.
Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to
perform its obligations under this Contract which directly results from an Act of God or an act of a superior
governmental authority.
Headings. The paragraph headings are not a part of this Contract and shall have no effect upon the
construction or interpretation of any part of this Contract.
Incorporation of Documents. All documents constituting the Contract documents described in Section
3 hereof and all documents which may, from time to time, be referred to in any duly executed amendment
hereto are by such reference incorporated in this Contract and shall be deemed to be part of this Contract.
Integration. This Contract and any amendments hereto between the parties constitute the entire
agreement between the parties concerning the Project and Work, and there are no other prior oral or
written agreements between the parties that are not incorporated in this Contract.
Modification of Agreement. This Contract shall not be modified or be binding upon the parties, unless
such modification is agreed to in writing and signed by the parties.
Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or
other stipulation in the Contract shall define or otherwise control, establish, or limit the performance
required or permitted or to be required of or permitted by either party. All provisions, whether covenants
or conditions, shall be deemed to be both covenants and conditions.
Resolution. Contractor shall submit with its Bid a copy of any corporate or partnership resolution or ot her
writing, which authorizes any director, officer or other employee or partner to act for or in behalf of
Contractor or which authorizes Contractor to enter into this Contract.
Severability. If a court of competent jurisdiction finds or rules that any provision of this Contract is void
or unenforceable, the provisions of this Contract not so affected shall remain in full force and effect.
Status of Contractor. In the exercise of rights and obligations under this Contract, Contractor acts as an
independent contractor and not as an agent or employee of City. Contractor shall not be entitled to any
rights and benefits accorded or accruing to the City Council members, officers or employees of City, and
CITY OF PALO ALTO: IFB 116994 PAGE 5 OF 7
FORMAL CONTRACT
Contractor expressly waives any and all claims to such rights and benefits.
SECTION 500
Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall apply to
and bind, the successors and assigns of the parties.
Time of the Essence. Time is of the essence of this Contract and each of its provisions. In the calculation
of time hereunder, the time in which an act is to be performed shall be computed by excluding the first
Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday, or
any Day observed as a legal holiday by City, the time for performance shall be extended to the following
Business Day.
Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such
action shall be vested exclusively in the state courts of California in the County of Santa Clara in the City
of San Jose or in the United States Distdct Court for the Northern District of California in the City of San
Jose.
Recovery of costs. The prevailing party in any action brought to enforce the terms of this Contract or
arising out of this Contract may recover its reasonable costs, including reasonable attorney’s fees,
incurred or expended in connection with such action against the non-prevailing party.
IN WITNESS WHEREOF, the parties have by their duly appointed representatives executed this Contract in the city of
Palo Alto, County of Santa Clara, State of California on the date first stated above.
ATTEST:CITY OF PALO ALTO
By:
City Clerk Its: Mayor
APPROVED AS TO FORM:
Senior Assistant City Attorney
APPROVED:
Assistant City Manager
Director of Public Works
CONTRACTOR:
By:
Name:
Title:
Director of Administrative Services
Contract Manager (Insurance Review)
By:
Name:
Tile:
(Compliance with California Corporations Code Section 313
is required if the entity on whose behalf this contract is signed
is a corporation. In the alternative, a certified corporate
CITY OF PALO ALTO: IFB 116994 PAGE 6 OF 7
FORMAL CONTRACT SECTION 500
resolution attesting to the signatory authority of the individuals
signing in their respective capacities is acceptable)
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
On ....before me,
in and for said County, personally appeared
, a notary public
, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
CITY OF PALO ALTO: IFB 116994 PAGE 7 OF 7
ATTACHMENT D