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HomeMy WebLinkAboutStaff Report 334-08City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL 8 FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE:AUGUST 4, 2008 CMR:334:08 SUBJECT:ADOPTION OF A BUDGET AMENDMENT ORDINANCE AMENDING THE BUDGET FOR FISCAL YEAR 2008-09 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $3~436,713 TO CAPITAL IMPROVEMENT PROGRAM PROJECT PF-01002; CIVIC CENTER INFRASTRUCTURE IMPROVEMENTS;AND APPROVAL OF CONTRACTS WITH 1)NEXGEN BUILDERS, INC. IN THE AMOUNT OF $498,875 FOR GENERAL INTERIOR/EXTERIOR WORK ITEMS AND FINISHES; 2) ACCO ENGINEERED SYSTEMS, INC. IN THE AMOUNT OF $2,627,228 FOR MECHANICAL AND CONTROLS; 3) ACCO ENGINEERED SYSTEMS, INCo IN THE AMOUNT OF $1,432,530 FOR PLUMBING, FIRE SPRINKLERS AND FUEL OIL SYSTEM; AND 4) ROSENDIN ELECTRIC IN THE AMOUNT OF $488,590 FOR ELECTRICAL AND FIRE ALARM RECOMMENDATION Staff recommends that Council: Adopt the attached Budget Amendment Ordinance (BAO) in the amount of $3,436,713 (Attachment A) to provide an additional appropriation for the Civic Center Infmsmacture Upgrades, Capital Improvement Program (CIP) Project PF-01002. Approve and authorize the City Manager or his designee to execute the attached contract with Nexgen Builders, Inc. in the amount of $498,875 (Attachment B) for Civic Center Infrastructure Upgrades: General Interior/Exterior Work Items and Finishes - Capital Improvement Program Project PF-01002. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Nexgen Builders, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $49,925. Approve and authorize the City Manager or his designee m execute the attached contract with Acco Engineered Systems, Inc. for base bid services in the amount of $2,44t),453 plus allowance #1 in the amount of $86,775 and allowance #2 in the amount of $100,000 for a total amount of $2,627,228 (Attachment C) for Civic Center Infrastructure Upgrades: Mechanical and Controls - Capital Improvement Program Project PF-01002. CMR:334:08 Page 1 of 7 Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Acco Engineered Systems, Inc. for related, additional but unforeseen work which may develop during the project, the total value of wlrfich shalI not exceed $244,047. Approve and authorize the City Manager or his designee to execute the attached contract with Acco Engineered Systems, Inc. in the amount of $1,432,530 (Attachment D) for Civic Center Infrastructure Upgrades: Plumbing, Fire Sprinlders and FueI Oil System - Capital Improvement Program Project PF-01002. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Acco Engineered Systems, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $143,270. o Approve and authorize the City Manager or his designee to execute the attached contract with Rosendin Electric in the amount of $488,590 (Attachment E) for Civic Center Infrastructure Upgrades: Electrical and Fire Alarm - Capital Improvement Program Project PF-01002. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Rosendin Eleclric for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $48,910. BACKGROUND The Civic Center was built in 1969. It houses the majority of the City administrative offices in 86,500 square feet, the police station in i9,000 square feet, and three levels of parking in 250,000 square feet. The building complex has a replacement value approaching $100 million dollars in today’s market. Industry standards recommend spending a minimum of 2% of the building value on maintenance and repairs annually, equating to $2 million per year, to preserve and maintain the building. These expenditures are not for upgrades, improvements or betterments; rather they serve to preserve and maintain the building in continuing good functiona! condition. Major electrical and mechanical systems such as the boiler, generator, and fan system components, which are original to the building, are proposed to be replaced or refiarbished under these contracts. These systems have exceeded their useful lives and are in need of replacement to provide another 30 years of beneficial use of the building. Service interruptions have occurred and may become more frequent if equipment is not replaced or refurbished as currently scheduled. Mechanical and electrical systems serving the police wing are excluded from the project at this time. As part of the on-going capital infrastructure maintenance program, a complete building system study of the Civic Center was completed in fiscal year 2002-03. Construction covered under these contracts is based on recommendations made in the Civic Center Building Infrastructure Study dated September 5, 2003 (Attachment F). The study may be viewed at the Public Works Department counter located on the 6tu Floor at 250 Hamilton Avenue, Palo Alto, or by contacting CMR:334:08 Page 2 of 7 the Manager of Facilities Maintenance and Projects at 650-496-6973. An elevator upgrade, the first major inf~asm~cture work, was completed in 2005. Design services for the remainder oft.he work identified in FY 2002/~)3, which includes electrical system upgrades, generator replacement, mechanical system up~ades, and exterior sealing and painting were awarded in 2005 (CMR:282:05). A contract for Construction Management Services was awarded on March i0, 2008 to assist City staff with project management during this phase (CMR: 160:08). Due to the overall cost of the project, construction of the major work has been broken into three phases and will be bid in three stages. Work awarded in this first phase with these four contracts will include replacement of the main building generator, boiler, and refurbishment or replacement of major garage and building mechanical and electrical systems. This phase also addresses various code-required fire and life safety upgrades. Phases two and three will improve the remainder of the mechanical and electrical systems, including transformers, panels, etc.; and will include exterior painting and sealing. These phases are expected to be completed over the next four to five years. Funding for this and the remaining phases was spread over a period of six years to relieve the burden on the Infrastructure Reserve. Funds previously set aside were deferred until the project was bid, allowing for the funds to be used for other projects, and just in time funding for this phase. Timing of specific items may shift due to condition assessment and availability of funding. DISCUSSION The work to be completed under this phase will be completed by four multiple prime contractors responsible for: General Interior/Exterior Work Items and Finishes; Mechanical and Controls; Plumbing, Fire Sprinklers and Fuel Oii System; and Electrical and Fire Alarm. Use of this multiple prime delivery method, coupled with a construction management firm, provides reduced overhead cost for the specialty contractors, increases competition for each contract, and augments project management services of the limited staffing available in-house. The scope of work under General Interior/Exterior Work Items and Finishes includes jobsite trailers, fencing, barricades, and dust abatement measures for the fut! scope of the project; complete renovation of the Level "A" Restroo, ms for accessibility; exterior/interior removal and replacement of floors, walls, and ceilings as required for installations by other trades; digital concrete scanning for work by all trades; structural infill of floors, walls, and ceilings; construction of fire rated shafts; and exterior and interior finishes required such as plaster, paint, tile, etc. The scope of work under Mechanical and Controls includes the demolition and re-work of all heating, ventilation, .air conditioNng and control work for the building supply and return air fan systems including fan enclosures, coils, and valves; refurbishment of garage fan systems and CO sensing and control system; testing, repair and replacement of fire and smoke dampers; repair or replacement of roof exhaust fans; replacement of the HVAC unit serving the second floor computer room; and all sheetmetal and ductwork as required for the project. This package includes two allowances which ~ be awarded with the base bid services. Allowance #1 is for the repair and replacement of fire dampers in the main air supply ductwork throughout the CMR:334:08 Page 3 of 7 buiIding. Allowance #2 is for the replacement of actuator motors in the building’s supply and return fan systems. The scope of work under the Plumbing, Fire Sprinkler and Fuel Oil System package includes all work related to the emergency generator diesel fuel supply lines; boiler replacement with three modulating boilers; fire sprinkler system modifications; modifications to the chilled and hot water piping systems; supply and installation of all plumbing fixtures; and all piping, pumps, valves, etc. required for work under all contracts. The scope of work for the Electrical and Fire Alarm package includes a!! low and high voltage electrical work; fire alarm system modifications; replacement of the building emergency generator; provision of temporary generator during construction; all motors, starters, drives, transformers, lighting fixtures, etc. as required by the project; and electrical system wiring and connections to equipment under all contracts. Work of all four contractors will be concurrent, with disruptive work scheduled for everdngs and weekends. The construction is scheduled to begin September 2008 with completion in summer 2009. Bid Process A notice inviting formal bids for the Civic Center Infrastructure Upgrades project was posted at City Hall and sent to 40 contractors and 5 builder’s exchanges on June 9, 2008. The bidding period was 36 days. Bids were received from 25 qualified contractors on July 15, 2008, as listed on the attached bid summary (Attachment F). General Interior/Exterior Work Items and Finishes bids ranged fi’om a high of $885,000 to a low bid of $498,875. Mechanica! and Controls bids ranged from a high of $2,511,840 to a low bid of $2,440,453. Plumbing, Fire Sprirdders and Fuel Oil System bids ranged from a high of $1,789,239 to a low bid of $1,432,530. Electrical and Fire Alarm bids ranged from a l~igh of $911,380 to a low bid of $488,590. Contractors not responding indicated they did not bid due to their workload, the size of the project, the complexity of working in an occupied building, and unfamiliarity with some of the building’s systems. Summary of Bid Process Bid Name/Number Civic Center Infrastructure Upgrades - IFB Proposed Length of Project 270 calendar days Number of Bid Packages Mailed to 40 Contractors Number of Bid Packages Mailed to 5 Builder’s Exchanges Total Days to Respond to Bid 36 CMR:334:08 Page 4 of 7 Pre-Bid Meeting Number of Company Attendees at Pre-Bid Meeting Number of Bids Received: 6 General Interior/Exterior Work Items and Finishes Bid Price Range Number of Bids Received: Mechanical and Controls Bid Price Range Number of Bids Received: Plumbing, Fire Sprinklers and Fuel Oil System Bid Price Range Number of Bids Received: Electrical And Fire Alarm Bid Price Range *Bid summary provided in Attachment G. Attachment Ho June 19,2008 38 $498,875- $885,000 2 $2,440,453 - $2,511,840 2 $1,432,530 - $1,789,239 3 $488,590 - $911,380 The Certification of Nondiscrimination forms are Staff reviewed all bids submitted for General Interior/Exterior Work Items and Finishes and recommends that the bid of $498,875 submitted by Nexgen Builders, Inc. be accepted and that Nexgen Builders, Inc. be declared the lowest responsible bidder. The change order amount of $49,925 which equats ten percent of the total contract is requested for unforeseen conditions whicla may be discovered during construction. Staff reviewed all bids submitted for Mechanical and Controls and recommends that the bid of $2,440,453 plus allowances submitted by Acco Engineered Systems, Inco be accepted and that Acco Engineered Systems, Inc. be declared the lowest responsible bidder. The change order amount of $244,047 which equals ten percent of the total contract is requested for unforeseen conditions which may be discovered during construction. Staff reviewed all bids submitted for Plumbing, Fire Sprinklers and Fuel Oil System and recommends that the bid of $1,432,530 submitted by Aeco Engineered Systems, Inc. be accepted and that Acco Engineered Systems, Inc. be declared the lowest responsible bidder. The change order amount of $143,270 which equals ten percent of the total contract is requested for unforeseen conditions which may be discovered during construction. Staff reviewed all bids submitted for Electrical and Fire Alarm and recommends that the bid of $488,590 submitted by Rosendin Electric be accepted and that Rosendin Electric be declared the lowest responsible bidder. The change order amount of $48,9!0 which equals ten percem of the total contract is requested for unforeseen conditions which may be discovered during construction. The engineer’s estimate of $5,911,700 was prepared based on the project award as a whole. Breakdown was not provided in a way to compare the four individual packages. The total of $5,047,223, including allowances, for the four contracts is fifteen percent below the engineer’s CMR:334:08 Page 5 of 7 estimate of $5,911,700. This cost reduction is in large part due to splitting this phase of the project into four distinct construction contracts. Staff confirmed with the Contractor’s State License Board that contractors have active licenses on file. Staff checked references supplied by the contractors for previous work performed and found no significant complaints.Certifications of Nondiscrimination are provided in Attachment G. RESOURCE IMPACT The Civic Center Infrastructure Upgrades Project has had a cumulative appropriation of $7,494,000 since fiscal year 2000-01. A significant amount of this appropriation paid for the complete building study in 2002-03, elevator upgrade, design services in 2005, and construction management awarded in March 2008. The remaining balance of the appropriation of $2,546,662 is not sufficient to pay the costs for this phase of the project. An additional appropriation of $3,436,713 is needed to fund this phase, which includes mechanical, electrical, accessibility, and fireflife safety work and other related costs. The proposed funding request for this project will bring the total appropriation to $10,930,713. Details of the costs are as follows: Description Nexgen Builders, Inc. - for general interior/exterior work items and finishes* ACCO Engineered Systems, Inc.- for mechanical and controls* ACCO Engineered Systems, Inc. - for plumbing, fire sprinklers and fuel oil system* Rosendin Electric - for electrical and fire alarm* Green building consultant Testing services Hazardous materials removal Other miscellaneous expenses Total Estimated Costs Existing appropriation balance Additional appropriation needed *contract amount includes 10% contingency Amount $ 548,800 $2,871,275 $1,575,800 $ 537,500 $ 200,000 $ 75,000 $ 125,000 $ 50,000 $5,983,375 $2,546,662 $3,436,713 The Capital Project Fund Infrastructure Reserve (IR) will provide the necessary funding. A Budget Amendment Ordinance (Attachment A) in the amount of $3,436,713 is needed to increase the appropriation to CIP Project PF-01002 (Civic Center In~astrucmre Upgrades). The Capital Project Fund IR has a projected balance of $8,!57,287 after funding this Project. It must be noted that Phase 2 and Phase 3 of the Project discussed in the "Background" section of this report will require additional funding resources in the future as proposed in the 2008-13 CIP. The timing for the completion of these phases is dependent on the availability of funding from the IR. CMR:334:08 Page 6 of 7 Given the cost of the project and the low balance of the Infraslracture Reserve, an alternate funding source was considered to_ supplement the project cost. Staff worked with the California Energy Commission (CEC) to determine if their loan program would be of benefit to the City. After review of the project by the CEC, it was determined that the work allowed under their program would be a small portion of the project. Acceptance of the loan would have triggered a requirement for prevailing wage, thereby significantly diminishing any gain from the loan program. Therefore, the CEC loan was not pursued. POLICY IMPLICATIONS This recommendation does not represem any change," to existing City policies. ENVIRONMENTAL REVIEW This project is categorically exempt from California Environmental Quality Act (CEQA) under Sections 153131 and 15302 of the CEQA guidelines as an alteration to an existing facility, and no further environmental review is necessary. ATTACHMENTS Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Attachment F: Attachment G: Attachment H: Budget Amendment Ordinance Contract for General Interior/Exterior Work Items and Finishes Contract for Mechanical and Controls Contract for Plumbing, Fire Sprinklers and Fuel Oil System Contract for Electrical and Fire Alarm Building Infrastructure Study, dated September 5, 2903 Bid Summary Ce~ifications of Nondiscrimination (4) Copies of the attachments to this CMR:334:08 may be viewed on-fine at http://www.cityofpaloalto.org/kno~one/agendas/councikasp; at the Public Worlcs Department counter located at 250 Hamilton Avenue, 6t~ Floor, Palo Alto or by contacting Karen Smith at 650-496-6973. PREPARED BY: DEPARTMENT HEAl3: CITY MANAGER #~?PROVAL: KAREN SM~Ti-I Manager, Facilities Maintenance rand Projects, / GLENN ROBERTS Dire~or of Public ~V’orki " ., - ............ ~ ~LLY M~2U .~m6 S~ EMSME D~uty C~_~ M~eZs CMR:334:08 Page 7 of 7 Attachment A ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO ’AMENDING THE BUDGET FOR THE FISCAL YEAR 2008-09 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $3,436,713 TO CAPITAL IMPROVEMENT PROGRAM (CIP)PROJECT PF-01002, CIVIC CENTER INFRASTRUCTURE IMPROVEMENTS The Council of the City of Palo Alto does ordain as follows: SECTION i. The Council of the City of Palo Alto finds and determines as follows: A. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 9, 2008 did adopt a budget forfiscal year 2008-09; and B. Since fiscal year 2000-01 through fiscal year 2007-08, the City Council appropriated a total of $7,494,000 for CIP Project PF-01002, Civic Center Infrastructure Improvements (Project) to cover the costs of improvements which include elevator upgrades, Americans with Disabilities Act (ADA) improvements, electrical system upgrades, generator replacement, mechanical system upgrades and building exterior sealing and painting; and C. The elevator upgrade was completed in 2005. Design services were awarded in 2005 (CMR: 282:05) for the remainder of the work which includes electrical system upgrades, generator replacement, mechanical system upgrades, and exterior sealing and painting. Due to the cost of the project, construction of the remaining work has been broken into three phases and will be bid in three stages; and D. Work in Phase 1 will include replacement of the main building generator, boiler, and refurbishment or replacement of major garage and building mechanical and electrical systems. Future phases will upgrade the balance of the mechanical systems. A contract for Construction Management Services was awarded in March 2008 to assist City staff with management of construction of Phase i; and E. The work to be completed under Phase 1 will be completed by four multiple prime contractors responsible for General Interior/Exterior Work Items and Finishes; Mechanical and Controls; Plumbing, Fire Sprinklers and Fuel Oil System; and Electrical and Fire Alarm. Use of this delivery method, coupled with a construction management firm, provides reduced overhead cost for the specialty contractors, increased competition for each contract, and augments project management services of the limited staffing available in-house; and F. Phase 1 of this project was put out to bid; the low bid is higher than the amount available, .and an additional appropriation is required to provide the funds; and G. Additional services such as green building consultant, testing services, hazardous materials removal and other miscellaneous activities are additional services identified to complete Phase 1 of this Project. The existing appropriation balance of this Project is $2,546,662 and is not sufficient to cover the Project Phase 1 costs of $5,983,375. Details are broken down as follows; and Description Nexgen Bui iders, Inc. -for general interior/exterior work items and finishes* ACCO Engineered Systems, Inc. - for mechanical and controls* ACC0 Engineered Systems, Inc - for plumbing, fire sprinklers and fuel oil system* Rosendin Electric -for electrical and fire alarm* Green building consultant Testing services Hazardous materials removal Other miscellaneous expenses (printing, mailing, etc.) Total Existing appropriation balance Amount needed *contract amount includes 10% contingency Amount $ 548,800 $2,871,275 $1,575,800 $537,500 $ 200,000 $ 75,000 $ 125,000 $ 50,000 $5,983,375 $2,546,662 $3,436,713 H. City Council authorlzatlon is needed to amend the 2008-09 budget to make available the funds needed for CIP Project PF-01002, Civic Center Infrastructure Improvements; and I. The total additional appropriation of $3,436,713 will be funded by the infrastructure reserve; and J. City Council authorization is needed to amend the 2008-09 budget to make available the funds required for construction of CIP Project PF-01002, Civic Center Infrastructure Improvements. SECTION 2. The Capital Project Fund Infrastructure Reserve is hereby decreased by Three Million Four Hundred Thirty Six Thousand Seven Hundred Thirteen Dollars ($3,436,713) with a remaining balance of Eight Million One Hundred Fifty Seven Thousand Two Hundred Eighty Seven Dollars ($8,157,287) as shown in Exhibit A. SECTION 3. The sum of Three Million Four Hundred Thirty Six Thousand Seven Hundred Thirteen Dollars ($3,436,713) is hereby appropriated to CIP Project PF-01002, Civic Center Infrastructure Improvements. SECTION 4. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. SECTION 5. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. SECTION 6. The Council of the City of Palo Alto hereby finds that this project is exempt from the provisions of the California Environmental. Quality Act (CEQA) pursuant to Sections 15301 and 15302 of the CEQA Guidelines, and therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM: City Manager Director of Public Works Director of Administrative Services EXHIBIT A Budget Amendment Ordinances Impacting Infrastructure Reserve Approved-To-Date in 2008-09 Impact on the _Capital Fund Estimated Future Year Infrastructure Ongoing Costs Reserve-i Balance - July 1,2008 (Projected Balance) 08-09 Net change to reserve -adopted budget 2008-09 Projected Ending Balance Before BAOs ~ess: Additional Appropriation (Budget Amendment Ordinance) PF-01002 - Civic Center (Phase 1) ~otal BAOS~~ ;:i~4:~ Reserve Balance After BAO’s $3,436,713 $16,493,000 ($4,899,000) $11,594,000 ($3,436,713) CityWorks EXHIBIT B CENTER NFRASTRUCTURE MPROVEMENTS (PFo01002) Description: This project will upgrade building systems within the Civic Center. The scope of the improvements includes electrical system upgrades, generator replacement, mechanical systems upgrades, limited accessibility upgrades, code required upgrades, and exterior sealing and painting. Mechanical and electrical systems serving the police wing have been excluded from this project and will be accomplished with renovations prior to a new department occupying the space. See Supplemental Information Justification: The Civic Center is 38 years old and houses City offices and three levels of parking. Major electrical and mechanical systems are approaching the end of their useful lives and are in need of replacement in order to maintain uninterrupted service. Preventative maintenance of building exteriors, including window leak inspections, recaulking, and sealing, will prevent damage and more costly repairs later. Supplemental Information: A complete building system study was completed in fiscal year 2002-03. The elevator upgrade was completed in 2005. Construction of the next phase will be accomplished in fiscal years 2007-08 and 2008-09. Due to the increased cost of construction (project was originally funded for $2.6 Million), the remainder of the project will be phased over a five year period with construction scheduled in fiscal year 2007-08 through fiscal year 2012-13. The project will be bid in three stages. C~P FACTS: , Continuing ¯ Project Status: Design o Timeline: FY 2008-2012 ° Overall Project Completion: 30% ¯ Percent Spent: 66% ° Managing Department: Public Works ° Comprehensive Plan: Policy C-24, Program C-19 ° Board/Commission Review: ARB IMPACT ANALYSIS: o Environmental: This project is categorically exempt from CEQA under Section 15301. ° Design Elements: This project may be subject to ARB review. ° Operating: This project will reduce mainte- nance costs in future years. ° Telecommunications: None PY Budget $7,494,000 PY Actuals as of 06/30/2008 $4,947,338 Pre-Design Costs Design Costs Construction Costs Other Revenues: Source of Funds: $3,436,713 $4,176,000 $1,546,000 $1,460,000 $10,618,713 $.3;436i7t3’ :$4!176i000~ $1;:5461000 ~$1;460 $10;6~8i7i3 Infrastructure Reserve ] Cir.’ of Palo Alto 2008-09 Budget ATTACHMENT B CONTRACT No. C09127144A (Public work) Public Works Department This Cont,’act, number C09127144A dated is entered into by and between the City of Palo Alto, a California Charter City and a municipal corporation of the State of California ("City"), and Nex.qen Builders, Inc. ("Contractor"). For and in consideration of the covenants, terms, and conditions (*the provisions*) of this Contract, City and Contractor ("the parties") agree: Term. This Contract shall commence and be binding on the parties on the Date of Execution of this Contract, and shall expire on the date of recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made. hereunder, subject to the earlier termination of this Contract. General Scope of Proiect and Work. Contractor shall furnish labor, services, materials and equipment in connection with the construction of the Project and complete the Work in accordance with the covenants, terms and conditions of this Contract to the satisfaction of City. The Project and Work is generally described as follows: Title of Project: Civic Center Infrastructure Upgrades - General Interior/Exterior Work Items and Finishes Invitation for Bids (IFB) No. 127144A Bid:$ 498,875.00 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. This Contract. Invitation for Bid General Conditions. Project Specifications. Drawings. Change Orders. Bid. Supplementary Conditions. City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). Certificate of Insurance, Performance Surety Bond, Labor & Materials (Payment) Surety Bond. Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). 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 City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (1992), or, if no time is stated,, within thirty (30) Days of the date of receipt of Contractor’s invoices. CITY OF PALO ALTO C09127144A rev. 12/00 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 and in amounts as may be required by the Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property orthe 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 and with 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. PAGE t OF 7 behalf. Proof of insurance shall be mailed to the Proi~ct Manager to the address set forth in SectiOn ~6 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 harmles~ 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-Prestey-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. 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 orto lessen the right of City to insist upon the performance of Contractor in strict compliance with the covenants, terms and conditions of this Contract. No Exoneration By Inspection: The City has the right, but not the duty, to inspect Contractor’s Work. The right of inspection is solely for the benefit of City. Contractor has the obligation to complete the Work in a satisfactory manner in compliance with Contract requirements. The presence of a City inspector does not shift that obligation to the City or relieve Contractor from its obligations to complete the Work in a satisfactory manner in compliance with the Contract requirements. 10.Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bid security or fire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued 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. 11.Bid Security 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 Bid Security as required under the Invitation For Bid. CITY OF PALO ALTO C09127144A PAGE 2 OF 7 rev. 12/00 12.Representations and Warrantids. 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 filed, 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. eo 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 Contractor’s 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 Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site. 13.Assi.qnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void. 14.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. 15.Audits by City. During the term of this Contract and for a period of not less than three (3) years after the CITY OF PALO ALTO 009127’144A PAGE 3 OF 7rev. 12/00 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. 16.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 Dept - Public Works Division - Facilities Address - 3201 E. Bayshore Road Palo Alto, CA 94303 Karen Smith, Project Manager To Contractor:Nex.qen Builders Inc. 225 Demeter Street East Palo Alto, CA 94303 Attn: Noel Chamberlan 17. 18. 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 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 17 shall control in the event of a conflict with any other provision of this Contract. Miscellaneous. Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor’s baitee, 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 City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (1992) of this Contract are incorporated herein by reference. e.Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to CITY OF PALO ALTO C09127144A PAGE 4 OF 7 rev. 12/oo 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. go 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 other 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 effecL 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 Contractor expressly waives any and all claims to such rights and benefits. 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 ;~ime 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. Alternative Dispute Resolution. The parties shall endeavor to resolve any disputes or claims arising out of or relating to this Contract by mediation, which, unless the parties agree otherwise, shall be conducted under the auspices of the Judicial Arbitration and Mediation Service (JAMS), San Jose, California. The intent of the parties is that the mediation shall proceed in advance of litigation; however, if any party should commence litigation before the conclusion of mediation, such litigation, including discovery, shall be stayed pending completion of mediation, and by executing this Contract the parties stipulate to mediation in accordance with Santa Clara County Superior Court Local Rule 1.15 or Rule 2- 3(b) of the ADR Local Rules of the U.S. District Court for the Northern District of California, as such rules may be amended from time to time. The parties shall share the cost of the mediation, including the mediator’s fee, equally. Anywritten agreement reached in mediation shall be enforceable pursuant to California Code of Civil Procedure § 664.6, as amended. Venue. Unless the parties mutually agree otherwise, mediation shall take place in San Jose, California. In the event that litigation is commenced by any party hereunder, the parties agree that such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United CITY OF PALO ALTO C09127144A reVo 12/00 PAGE 5 OF 7 in the United States District Court for the Northern District of California. Recovery of Costs. Each Party shall bear its own costs, including attorney’s fees, through the completion of mediation. If the claim or dispute is not resolved through mediation, or if litigation is necessary to enforce a settlement reached at mediation pursuant to California Code of Civil Procedure § 664.6, as amended, then the prevailing party in any subsequent litigation may recover its reasonable costs, including attorney’s fees, incurred subsequent to conclusion of the mediation. Flow-down. Contractor agrees to include provisions of this Contract relating to Alternative Dispute. Resolution, Venue. and Recovery of Costs in any subcontracts or major material purchase agreements which it enters into in connection with this Contract, and to require its subcontractors to include those provisions in any sub-contracts or major material purchase agreements, such that any mediation or litigation of any claim or dispute asserted by a subcontractor or major material supplier will be consolidated with any related claim or dispute between the Contractor and the City. Should the Contractor fail to do so, such that the City is required to defend an action brought by a subcontractor or material supplier inconsistent with the Alternative Dispute and Venue provisions of this Contract, Contractor shall indemnify City for City’s costs of defense, including reasonable attorney’s fees. 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. APPROVED AS TO FORM: Senior Assistant City Attorney NEXGEN BUILDERS, INC.: By:. Name: APPROVED:Title: CITY OF PALO ALTO Deputy City Manager Director of Administrative Services Director of Public Works CITY OF PALO ALTO C09127144A rev. 12/00 PAGE 6 OF 7 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 118g) STATE OF COUNTY OF On , before me,a notary public in and for said County, personally appeared ., 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 C09127144A rev, 12/00 PAGE 7 OF 7 ATTACHMENT C CONTRACT No. C09127144B (Public work) Public Works Department This Contract, number C09127144B dated is entered into by and between the City of Palo Alto, a California Charter City and a municipal corporation of the State of California ("City") , and ACCO Engineered Systems, Inc. ("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, on the date that final payment is made hereunder, subject to the earlier termination of this Contract. General Scope of Proiect 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 follows: Title of Project:Civic Center Infrastructure Upgrade-Mechanical & Controls, IFB No. 127144B Bid:$ 2,627,228.00 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. This Contract. Invitation for Bid. General Conditions Project Specifications. Drawings. Change Orders. Bid. Supplementary Conditions. City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). Certificate of Insurance, Performance Surety Bond, Labor & Materials (Payment) Surety Bond. Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). 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 w~th 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 City of Pato Alto Dept. of Public Works Standard Drawings and Specifications (1992), or, if no time is stated,.within thirty (30) Days of the date of receipt of Contractor’s invoices. CITY OF PALO ALTO C09127144B rev. 12/00 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 and in amounts as may be required by the Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property orthe 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 and with 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. PAGE 1 OF 7 ....l~ehalf. Proof of insurance-~-I~al[ be mailed to the Project Mana-~er to the address set forth in Section 16 o~"i’his Contract. o 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 Contracto¢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 th!s 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. 7=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. 8,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. No Exoneration By Inspection: The City has the right, but not the duty, to inspect Contractor’s Work. The right of inspection is solely for the benefit of City. Contractor has the obligation to complete the Work in a satisfactory manner in compliance with Contract requirements. The presence of a City inspector does not shift that obligation to the City or relieve Contractor from its obligations to complete the Work in a satisfactory manner in compliance with the Contract requirements. 10.Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bid security or fire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued 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. 11.Bid Security 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 Bid Security as required under the Invitation For Bid. CITY OF PALO ALTO C09127144B PAGE 2 OF 7 rev. 12/00 12.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 filed, 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 Contractor’s 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; ko 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 Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site. 13.Assi.qnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void. 14.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. 15.Audits by City. During the term of this Contract and for a period of not less than three (3) years after the CITY OF PALO ALTO C09127t44Brev. 12/00 PAGE 3 OF 7 16. 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. Notices. Allagreements, 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 Dept- Public Works Division - Facilities Address - 3201 E. Bayshore Road Palo Alto, CA 94303 Karen Smith, Project Manager To Contractor:ACCO Enqineered Systems, Inc. 1133 Aladdin Avenue San Leandro, CA 94577 Attn: John W. Hansen 17. 18. 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 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 17 shall control in the event of a conflict with any other provision of this Contract. Miscellaneous. ao 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 City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (1992) of this Contract are incorporated herein by reference. e.Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to CITY OF PALO ALTO C09127144B PAGE 4 OF 7 rev. "12/00 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. go 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 contro.I, 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 other 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 Contractor expressly waives any and all claims to such rights and benefits. 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 observe,d as a legal holiday by City, the time for performance shall be extended to the following Business Day. po Alternative Dispute Resolution. The parties shall endeavor to resolve any disputes or claims arising out of or relating to this Contract by mediation, which, unless the parties agree otherwise, shall be conducted under the auspices of the Judicial Arbitration and Mediation Service (JAMS), San Jose, California. The intent of the parties is that the mediation shall proceed in advance of litigation; however, if any party should commence litigation before the conclusion of mediation, such litigation, including discovery, shall be stayed pending completion of mediation, and by executing this Contract the parties stipulate to mediation in accordance with Santa Clara County Superior Court Local Rule 1.15 or Rule 2- 3(b) of the ADR Local Rules of the U.S. District Court for the Northern District of California, as such rules may be amended from time to time. The parties shall share the cost of the mediation, including the mediator’s fee, equally. Anywritten agreement reached in mediation shall be enforceable pursuant to California Code of Civil Procedure § 664.6, as amended. Venue. Unless the parties mutually agree otherwise, mediation shall take place in San Jose, California. In the event that litigation is commenced by any party hereunder, the parties agree that such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United CITY OF PALO ALTO C09127144B rev. 12/0o PAGE 5 OF 7 in the United States District Court for the Northern District of California. Recovery of Costs. Each Party shall bear its own costs, including attorney’s fees, through the completion of mediation. If the claim or dispute is not resolved through mediation, or if litigation is necessary to enforce a settlement reached at mediation pursuant to California Code of Civil Procedure § 664.6, as amended, then the prevailing party in any subsequent litigation may recover its reasonable costs, including attorney’s fees, incurred subsequent to conclusion of the mediation. Flow-down. Contractor agrees to include provisions of this Contract relating to Alternative Dispute Resolution, Venue. and Recovery of Costs in any subcontracts or major material purchase agreements. which it enters into in connection with this Contract, and to require its subcontractors to include those provisions in any sub-contracts or major material purchase agreements, such that any mediation or litigation of any claim or dispute asserted by a subcontractor or major material supplier will be consolidated with any related claim or dispute between the Contractor and the City. Should the Contractor fail to do so, such that the City is required to defend an action brought by a subcontractor or material supplier inconsistent with the Alternative Dispute and Venue provisions of this Contract, Contractor shall indemnify City for City’s costs of defense, including reasonable attorney’s fees. 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. APPROVED ASTO FORM: Senior Assistant City Attorney CITY OFPALO ALTO APPROVED ACCO ENGINEERED SYSTEMS, INC.: By: Name: Title: Deputy City Manager Director of Administrative Services Director of Public Works CITY OF PALO ALTO C09127144B PAGE 6 OF 7 rev, 12/00 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) STATE OF COUNTY OF On , before me,a notary public in and for said County, personally appeared , 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 C09127144B rev. 12/00 PAGE 7 OF 7 ATTACHMENT D CONTRACT No.C09127144C (Public work) Public Works Department This Contract, number C09127144C dated is entered into by and between the City of Palo Alto, a California Charter City and a municipal corporation of the State of California ("City"), and ACCO Engineered Systems, Inc ("Contractor’S). 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, on the date that final payment is made 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 cevenants, terms and conditions of this Contract to the satisfaction Qf City. The Project and Work is generally described as follows: Title of Project:Civic Center Infrastructure Upgrades - Plumbing, Fire Sprinkler & Fuel Oil System, Invitation for Bids (IFB) No. 127144C Bid:$1,432,530 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. ao This Contract. Invitation for Bid. General Conditions Project Specifications. Drawings. Change Orders. Bid. Supplementary Conditions. City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). Certificate of Insurance, Performance Surety Bond, Labor & Materials (Payment) Surety Bond. Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). 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 City of Pato Alto Dept. of Public Works Standard Drawings and Specifications (1992), or, if no time is stated, within thirty (30) Days of the date of receipt of Contractor’s invoices. 5.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 and in amounts as may be required by the Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property orthe 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 and with original endorsements affecting coverage required under this Contract on or before the Date of Execution. The certificates and endorsements for each CITY OF PALO ALTO C09127144C PAGE 1 OF 7 rev. 12/00 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 16 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 Iial~ility on Contractor in the performanceof 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, asamended); 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. 7o 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. 8°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. 10. No Exoneration By Inspection: The City has the right, but not the duty, to inspect Contractor’s Work. The right of inspection is solely for the benefit of City. Contractor has the obligation to complete the Work in a satisfactory manner in compliance with Contract requirements. The presence of a City inspector does not shift that obligation to the City or relieve Contractor from its obligations to complete the Work in a satisfactory manner in compliance with the Contract requirements. Compliance with .Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bid security orfire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued 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. 11.Bid Security 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 Bid Security as required under CITY OF PALO ALTO C09127144C rev. 12/00 PAGE 2 OF 7 12. the Invitation For Bid. .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; 13o 14. Any labor and services rendered and materials and equipment used or employed during the course andscope of the Project and Work shall be free of defects in workmanship fora period of one (1) year after the recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made hereunder; e= 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 Contractor’s 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; ho 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 un(~er this Project are duly licensed by the State of California as required by California Business & Professions Code Section 7028, as amended; and Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site. Assiqnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment sha~l be null and void. 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 tocity. .CITY OF PALO ALTO C09127144C rev. 12/00 PAGE 3 OF 7 15. 16. 17. 18. Audits by City. During the ter.rn 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. 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 Dept - Public Works Division - Facilities Address - 3201 E. Bayshore Road Palo Alto, CA 94303 Karen Smith, Project Manager To Contractor:ACCO En.qineered Systems, Inc. 1133 Aladdin Avenue San Leandro, CA 94577 Attn: 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 accordancewith 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 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 17 shall control in the event of a conflict with any ot,.her provision of this Contract. 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 authorityto 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 City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (1992) of this Contract are incorporated herein by reference. CITY OF PALO ALTO C09127144C PAGE 4 OF 7 rev. 12100 eo Force Majeure. Neith_er 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. fo 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 orto be required of or permitted by either party. All provisions, whether c0venants 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 other 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. mo n= 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 Ci~, and Contractor expressly waives any and all claims to such rights and benefits. 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. Oo 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 th# 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. Alternative Dispute Resolution. The parties shall endeavor to resolve any disputes Or claims arising out of or relating to this Contract by mediation, which, unless the parties agree otherwise, shall be conducted under the auspices of the Judicial Arbitration and Mediation Service (JAMS), San Jose,. California. The intent of the parties is that the mediation shall proceed in advance of litigation; however, if any party should commence litigation before the conclusion of mediation, such litigation, including discovery, shall be stayed pending completion of mediation, and by executing this Contract the parties stipulate to mediation in accordance with Santa Clara County Superior Court Local Rule 1.15 or Rule.2- 3(b) of the ADR Local Rules of the U.S. District Court for the Northern District of California, as such rules may be amended from time to time. The parties shall share the cost of the mediation, including the mediator’s fee, equally. Anywritten agreement reached in mediation shall be enforceable pursuant to California Code of Civil Procedure § 664.6, as amended. qo Venue. Unless the parties mutually agree otherwise, mediation shall take place in San Jose, California. In the event that litigation is commenced by any party hereunder, the parties agree that such action CITY OF PALO ALTO C09127144C rev. 12/00 PAGE 5 OF 7 such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. Recovery of Costs. Each Party shall bear its own costs, including attorney’s fees, through the completion of mediation. If the claim or dispute is not resolved through mediation, or if litigation is necessary to enforce a settlement reached at mediation pursuant to California Code of Civil Procedure § 664.6, as amended, then the prevailing party in any subsequent litigation may recover its reasonable costs, including attorney’s fees, incurred subsequent to conclusion of the mediation. Flow-down. Contractor agrees to include provisions of this Contract relatin~ to Alternative DisputeResolution, Venue. and Recovery of Costs in any subcontracts or major material purchase agreements which it enters into in connection with this Contract, and to require its subcontractors to include those provisions in any sub-contracts or major material purchase agreements, such that any mediation or litigation of any claim or dispute asserted by a subcontractor or major material supplier will be consolidated with any related claim or dispute between the Contractor and the City. Should the Contractor fail to do so, such that the City is required to defend an action brought by a subcontractor or material supplier inconsistent with the Alternative Dispute and Venue provisions of this Contract, Contractor shall indemnify City for City’s costs of defense, including reasonable attorney’s fees. 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. APPROVED ASTO FORM: Senior Assistant City Attorney ACCO ENGINEERED SERVICES, INC.: By: Name: APPROVED:Title: CITY OF PALO ALTO Deputy City Manager Director of Administrative Services Director of Public Works CITY OF PALO ALTO C09127144C PAGE 6 OF 7 rev. 12/00 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) STATE OF COUNTY OF On , before me,a notary public in and for said County, personally appeared , 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 C09127144C rev. 12/00 PAGE 7 OF 7 ATTACHMENT E CONTRACT No.C09127144D (Public work) Public Works Department This Contract, number C09127144D dated is entered into by and between the City of Palo Alto, a California Charter City and a municipal corporation of the State of California ("City"), and Rosendin Electric, Inc. ("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, on the date that final payment is made hereunder, subject to the earlier termination of this Contract. 2°General Scope of Proiect and Work. Contractor shall furnish labor, services, materials and equipment inconnection 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 follows: Title of Project:Civic Center Infrastructure Upgrades-Electrical & Fire Alarm, IFB No. 127144D Bid:$ 488,590.00 Contract Documents. This Contract shall consist of the documents set forth below, which are on file with the CityClerk 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. This Contract. Invitation for Bid. General ConditionsProject Specifications. Drawings. Change Orders. Bid. Supplementary Conditions. City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (2007). Certificate of Insurance, Performance Surety Bond, Labor & Materials (Payment) Surety Bond. Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the City of Palo Alto Dept. of Public Works,Standard Drawings and Specifications (2007). 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 City of Palo Alto Dept. of Public Works Standard Drawings and Specifications (1992), or, if no time is stated, within thirty (30) Days of the date of receipt of Contractor’s invoices. 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 and 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 and with 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 16 of this Contract. CITY OF PALO ALTO C09127144D PAGE 1 OF 7rev. 12/00 Contract. Indemnification. Contractor agCees 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. 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 an~/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 er 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. No Exoneration By Inspection: The City has the right, but not the duty, to inspect Contractor’s Work. The right of inspection is solely for the benefit of City. Contractor has the obligation to complete the Work in a satisfactory manner in compliance with Contract requirements. The presence of a City inspector does not shift that obligation to the City or relieve Contractor from its obligations to complete the Work in a satisfactory manner in compliance with the Contract requirements. 10.Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bid security orfire underwriters. or other similar body now or hereafter constituted, with any discretionary license or permit issued 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. 11.Bid Security 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 Bid Security as required under the Invitation For Bid. 12.Representations and Warranties. In the supply of any materials and equipment and the rendering of labor and CITY OF PALO ALTO C09127144D PAGE 2 OF 7rev. ’12/00 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 filed, 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. eo 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 Contractor’s 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 timeduring 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 & Pr(~fessions Code Section 7028, as amended; and Contractor has fully examined and inspected the Project site and has full knowledge of the physicalconditions of the Project site. 13.Assi.qnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void. 14.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. 15.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, ff Contractor has no such hours, .during the regular business hours of City. .CITY OF PALO ALTO C09127144D PAGE 3 OF 7rev. 12/00 16.Notices. All agreements, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, re-quests 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: Copy to: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 City of Palo Alto Dept - Public Works Division - Facilities Address - 3201 E. Bayshore Road Palo Alto, CA 94303 Karen Smith, Project Manager To Contractor:Rosendin Electric, Inc. 880 Mabury Road San Jose, CA 95133 Attn: Jim Hawk 17. 18. Appropriation of City Funds. This Contract is subject to the fiscal provisions of Article I11, 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 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 17 shall control in the event of a conflict with any other provision of this Contract. 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 th’e 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 City of Palo Alto Dept. of Public Works 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. CITY OF PALO ALTO C09127144D PAGE 4 OF 7revo 12/o0 Incorporation of Documents. All documents constituting the Contract documents described in Section 3 hereof and all documents which may, from time to time, be referre.d 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 other 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 Contractor expressly waives any and all claims to such rights and benefits. 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. Alternative Dispute Resolution. The parties shall endeavor to resolve any disputes or ctaims arising out of or relating to this Contract by mediation, which, unless the parties agree otherwise, shall be conducted under the auspices of the Judicial Arbitration and Mediation Service (JAMS), San Jose, California. The intent of the parties is that the mediation shall proceed in advance of litigation; however, if any party should commence litigation before the conclusion of mediation, such litigation, including discovery, shall be stayed pending completion of mediation, and by executing this Contract the parties stipulate to mediation in accordance with Santa Clara County Superior Court Local Rule 1.15 or Rule 2- 3(b) of the ADR Local Rules of the U.S. District Court for the Northern District of California, as such rules may be amended from time to time. The parties shall share the cost of the mediation, including the mediator’s fee, equally. Any written agreement reached in mediation shall be enforceable pursuant to California Code of Civil Procedure § 664.6, as amended. Venue. Unless the parties mutually agree otherwise, mediation shall take place in San Jose, California. in the event that litigation is commenced by any party hereunder, the parties agree that such action shall be .vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. r.Recovery of Costs. Each Party shall bear its own costs, including attorney’s fees, through the completion of mediation. If the claim or dispute is not resolved through mediation, or if litigation is necessary to enforce a settlement reached at mediation pursuant to California Code of Civil Procedure § 664.6, as amended, then the prevailing party in any subsequent litigation may recover its reasonable costs, including attorney’s fees, incurred subsequent to conclusion of the mediation. CITY OF PALO ALTO C09127144D PAGE 5 OF 7 rev. 12/00 Flow-down. Contractor agrees to include provisions of this Contract relating to Alternative Dispute Resolution, Venue. anti Recovery of Costs in any subcontracts or major material purchase agreements which it enters into in connection with this Contract, and to require its subcontractors to include those provisions in any sub-contracts or major material purchase agreements, such that any mediation or litigation of any claim or dispute asserted by a subcontractor or major material supplier will be consolidated with any related claim or dispute between the Contractor and the City. Should the Contractor fail to do so, such that the City is required to defend an action brought by a subcontractor or material supplier inconsistent with the Alternative Dispute and Venue provisions of this Contract, Contractor shall indemnify City for City’s costs of defense, including reasonable attorney’s fees. IN WITNESS WHEREOF, the parties have by their duly appointed representatives executed this Contract in the city of Pato Alto, County of Santa Clara, State of California on the date first stated above. APPROVED ASTO FORM: Senior Assistant City Attorney ROSENDIN ELECTRIC, INC.: By:. Name: APPROVED:Title: CITY OF PALO ALTO Deputy City Manager Director of Administrative Services Director of Public Works CITY OF PALO ALTO C09127144D PAGE 6 OF 7 rev. 12/00 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 118g) STATE OF COUNTY OF .) On , before me,a notary public in and for said County, personally appeared , 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 C09127144D rev. 12/00 PAGE 7 OF 7 ATTACHMENT F Attachment F: Building Infrastructure Study, dated September S, 2003 The Building Infrastructure Study for the Palo Alto City Hal! located at 250 Hamilton Avenue in Palo Alto, California was prepared by: Huntsman Architectural Group Project Coordination, Architectural & Accessibility F|ack + Ku~z Mechanical, Electrical, Plumbing & Fire Protection Rutherford & Chekene Structural & Civil Swiner~on Management & Consulting Cost Estimating The Building Infrastructure Study (along with copies of the attachments to CMR:334:08) may be viewed at the Public Works Department counter located at 250 Hamilton Avenue, 6th Floor, Palo Alto or by contacting Karen Smith at 650-496-6973. ATTACH1V[ENT G ZZ :~ Z:~Z ZZ Z ZZZ ZZ ZZZZ o ZZ o ATTACHMENT CERTIFICATION OF NONDISCRIMINATION FORM 410 PROJECT: CIVIC CENTER INFRASTRUCTURE UPGFL&DES-ELECTRICAL & FIRE ALARM Certification of Nondiscrimination: As suppliers of goods and/or services to the City of Palo Alto in excess of $5,000, the firm, contractor or individual(s) listed below certify that: they do not and in the performance of this contract they will not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Title of Officer Si Signature: CITY OF PALO ALTO IFB 127144D PAGE 1 OF 1 ATTACH1VIENT H ’ CERTIFICATION OF NONDISCRIMINATION FORM 410 PROJECT: CIVIC CENTER INFRASTRUCTURE UPGRADES - PLUMBING, FIRE SPRINKLER & FUEL OIL SYSTEM Certification of Nondiscrimination: As suppliers of goods and/or services to the City of Palo Alto in excess of $5,000, the firm, contractor or individual(s) listed below certify that: they do not and in the performance of this contract theywill not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal,State and local directives and executive orders regarding nondiscrimination in employment. Firm: ACCO Engineered Systems,. Inc. Title of Officer Sig~ing: ~re~ident DATE: July 15, 2008 CITY OF PALO ALTO IFB 127144C PAGE 1 OF 1 CERTIFICATION OF NONDISCRIMINATION ATTACHMENT H FORM 410 PROJECT: CIVIC CENTER INFRASTRUCTURE UPGRADE - MECHANICAL & CONTROL Certification of Nondiscrimination: As suppliers of goods and/or services to the City of Palo Alto in excess o.f $5,000, the firm, contractor or individual(s) listed below certify that: they do not and in the performance of this contract they will not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in emp!oymen~. Firm: signature" DATE: 3uly 15, 2008 Steven F. Turtle CITY OF PALO ALTO IFB 127144B PAGE 1 OF 1 ,FICATION OF NONDISCRIMINATION ATTACHMENT H FORM 410 ,P, OJECT: CIVIC CENTER INFRASTRUC~TURE UPGRADES ~ertificati6n of Nondiscrimination: As suppliers of goods and/or services to the City of Palo Alto in excess of $5,000, the firm, contractor or individual(s) listed below ce~ify that: they do not and in the performance of this contract they will not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. I i CITY OF PALO ALTO IFB 127144A PAGE 1 OF 1