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HomeMy WebLinkAboutStaff Report 7601 City of Palo Alto (ID # 7601) City Council Staff Report Report Type: Consent Calendar Meeting Date: 4/11/2017 City of Palo Alto Page 1 Summary Title: Geotechnical Investigations at Mayfield Reservoir Title: Approval of a Water Enterprise Fund Professional Services Contract With Cal Engineering & Geology for a One Year Term with a Not-to-Exceed Amount of $139,213 for a Geotechnical Investigation and Assessment of the Existing Subgrade of the Mayfield Reservoir (WS-11004) From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council Approve and authorize the City Manager or his designee to execute the attached professional services agreement with Cal Engineering & Geology (Attachment A) for a one (1) year term with a total not-to-exceed amount of $139,213 for professional engineering services to conduct a Geotechnical Investigation and Assessment of the Existing Subgrade of the Mayfield Reservoir. The total not-to-exceed amount of $139,213 includes $126,557 for Basic Services and $12,656 (10% of the professional agreement cost) for Additional Services that may arise, which the City would request pursuant to the terms of the Agreement. Background The City of Palo Alto maintains a water system consisting of five receiving stations from the SFPUC’s Hetch Hetchy aqueduct system, seven reservoirs, five booster pumping stations, eight wells and approximately 234 miles of water transmission and distribution mains. The Mayfield Reservoir, the City’s largest reservoir, is a four million gallon underground concrete reservoir that was originally constructed in the late 1920’s. The reservoir consists of a series of reinforced concrete slabs that line the bottom of the basin and sloped embankments. A perimeter beam supports a cripple wall that acts as perimeter venting and provides vertical support for the timber roof. The roof joists are supported by a reinforced concrete girder system, which is supported by reinforced concrete and stainless steel columns. As part of the City’s recent Seismic Upgrade and Emergency Water Supply and Storage Projects, the reservoir was drained in 2012 for approximately two years to allow extensive seismic rehabilitation work to be performed, and construction of a new pump station. While the reservoir was empty, a number of cracks developed in the concrete slabs. After construction City of Palo Alto Page 2 was completed and the reservoir was refilled, the cracks which had formed in the concrete caused the reservoir to leak. At the time, it had been determined that the cracking had not been caused by construction activities, but were due to the age of the concrete and the expansion and contraction of the structure during the extended period of time the reservoir was empty. In order to minimize the risk of further damage to the reservoir and adjacent properties, the City contracted DN Tanks to perform a crack assessment within the reservoir. Once the assessment was complete, the contractor sealed cracks in the concrete slabs, and filled voids that had developed under the concrete slabs. The reservoir was filled and all leaks appeared to be sealed. However, during a recent inspection of the reservoir, it was found that a large number of additional cracks had formed on the concrete slabs, indicating potential problems with the structure and subgrade support. Discussion Consultant’s Scope of Services A Request for Proposals (RFP #166434) was issued on October 19, 2016 seeking consultant services for the Geotechnical Investigation and Assessment of the Existing Subgrade of the Mayfield Reservoir Project. The scope of work includes the following tasks:  Project management and administration.  Data collection, review and project planning.  Subsurface explorations (ground penetrating radar, acoustical testing, core drilling of the existing concrete floor slab, and boring of the existing reservoir subgrade).  Laboratory testing of materials collected during subsurface explorations.  Structural and geotechnical assessment using data from the review of documents, condition survey, subsurface explorations, and laboratory testing. The deliverables will include:  Structural and geotechnical assessment report containing results of the subsurface explorations and laboratory testing, a discussion of the Consultant’s conclusions, and recommendations for repair alternatives, including budget and schedule for each alternative. Attachment A, the Agreement, contains a complete description of the scope of services. Due to the specialized nature of this work, services of an expert consultant are required. Solicitation Process Summary of Solicitation Process Proposal Title Geotechnical Investigation and Assessment of the Existing Subgrade of the Mayfield Reservoir Proposal Number 166434 City of Palo Alto Page 3 Proposed Length of Project 25 weeks Number of RFPs Emailed 12 Total Days to Respond to Proposal 22 Pre-Proposal Teleconference October 25, 2016 Number of Company Attendees at Pre-proposal Meeting 5 Number of Proposals Received: 4 Company Name Location (City, State) Amount* Cal Engineering & Geology Walnut Creek, CA $126,557 *Based on scope of work. See Cost of Services below. Proposal costs ranged from $50,459 to $126,620. Cost of Services An evaluation committee reviewed the proposals, proposer qualifications and responses to the criteria identified in the RFP. After meeting with both proposing consultants, staff determined that the Cal Engineering & Geology team has the expertise and experience necessary to perform the work. The following criteria were used during the evaluation process to identify the most qualified firms:  Proposer’s experience and qualifications of key staff to be assigned to the project.  Cost to the City.  Quality and completeness of Proposal, and ability to meet terms and conditions of the Agreement.  Proposal’s clarity.  Quality, performance and effectiveness of the work plan, and demonstrated ability in project thoroughness.  Proposer understands the project scope and schedule. Additional services that are not included within the scope of services in the contract, but that are determined by the City to be necessary for its proper completion, will be paid on a time and material basis up to a maximum amount of $12,656, using the consultant’s Charge Rates schedule shown in Exhibit C-1 to the Agreement. The consultant shall not commence with additional services before the City approves of them in advance and in writing. The City will require the consultant to submit a written proposal detailing the proposed maximum compensation for any additional services. The total not to exceed budget amount proposed for this project is $139,213, comprising $126,557 for the base consultant services and $12,656 for additional services, as needed. The consultant’s final proposal cost was based on certain modifications to the scope of services provided in the City’s original proposal. The RFP process allowed the City to negotiate the price of the work, and the scope of work, upon selection of the successful firm. Resource Impact City of Palo Alto Page 4 The funds for this project are available in CIP WS-11004, Water Supply System Improvements. Current staffing levels and the level of expertise needed to see this project through to completion prevent City staff from being able to perform this work. Policy Implications The approval of this Enterprise Fund professional services contract is consistent with existing City policies. This recommendation is consistent with the Council-approved Utilities Strategic Plan (Staff Report 1880), especially Key Strategy No. 1, “Ensure a high level of system reliability in a cost effective and timely manner.” Environmental Review Approval of the attached contract is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to section 15306 (Informaion Collection) of the CEQA Guidelines. Attachments:  Attachment A: Mayfield Study Contract 20170227 C17166434 (Final) CITY OF PALO ALTO CONTRACT NO. C17166434 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CAL ENGINEERING & GEOLOGY, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 11th day of April, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAL ENGINEERING & GEOLOGY, INC., a California corporation, located at 1870 Olympic Boulevard, Suite 100, Walnut Creek, CA 94596 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to assess the existing subgrade of the Mayfield Reservoir (“Project”) and desires to engage a consultant to provide the assessment in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached at Exhibit “B”, or no later than April 11, 2018, whichever is shorter, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 ATTACHMENT A Professional Services Rev. April 27, 2016 2 prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed One Hundred Twenty Six Thousand Five Hundred Fifty Seven Dollars ($126,557.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One Hundred Thirty Nine Thousand Two Hundred Thirteen Dollars ($139,213). The applicable rates and schedule of payment are set out at Exhibit “C”, entitled “COMPENSATION” and Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 3 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Beyaz & Patel, Inc. NorCal Geophysical Consultants, Inc. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 4 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Dan Peluso, 6455 Almaden Expressway, Suite 100, San Jose, CA 95120; Telephone: 408-440-4542, as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jennifer Cioffi, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone: (650) 566-4525. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 5 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 6 SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 7 SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 8 additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 CONSULTANT is not required to pay prevailing wages in performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 9 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 1 CONTRACT No. C17166434 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee CAL ENGINEERING & GEOLOGY, INC. Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Dan Peluso Associate CEO, Sr. Principal Phillip Gregory Professional Services Rev. April 27, 2016 2 EXHIBIT “A” SCOPE OF SERVICES The Scope of Services shall be carried out within seven (7) tasks (“Basic Services”), detailed below. BASIC SERVICES Task 1: Project Management and Administration CONSULTANT shall provide full-service project management and administration of the Agreement within the following sub-tasks. Subtask 1.1 – Project Management and Invoicing Consultant’s project management services will include overall management and control of the work, including staffing, scheduling and coordination of subconsultants and subcontractors, and managing invoicing, including subconsultant invoicing and payment. A progress report will accompany each invoice. Subtask 1.2 – Work Plan and Project Schedule Consultant will prepare a work plan and overall project schedule to lay out the tasks and milestones for the investigation, analyses, and evaluations. This task will provide coordination of Consultant’s staff as well as our subconsultants, Bayez & Patel and Norcal Geophysical, and the drilling subcontractor. The work plan will provide details of the field, laboratory, and office tasks, and will also include an exploration plan showing proposed boring locations and depths. Subtask 1.3 – Project Meetings Consultant anticipates that a certain number of meetings will be necessary and efficient in assuring a shared understanding of project status and action items, keeping the project on schedule, and on budget. The currently planned meetings will include:  Project Kick-Off Meeting Both Consultant and its GPR subconsultant, Norcal Geophysical, will attend this meeting.  Monthly Meetings/Conference Calls These meetings would be held with City staff at their offices or via teleconference to review project progress, schedule, and budget. Consultant will prepare a meeting agenda in advance of each meeting and coordinate with City staff for the meeting time and attendees. Consultant would track action items, and maintain action item list and meeting minutes. Consultant and City anticipate starting the project in May 2017 with a Kick-off meeting followed by 5 monthly meetings through October 2017, the currently anticipated project completion. Task 2: Data Collection, Review, and Planning Subtask 2.1 – Desktop Review of Existing Information Consultant to review existing file information provided by the City. This review will be DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 3 conducted by geotechnical engineers and structural engineers on our team. Reviews would also include existing published geologic maps and reports, and unpublished materials from our files. Consultant will also research and analyze historical aerial photography of the site vicinity. Subtask 2.2 – Site Reconnaissance Consultant will perform initial reconnaissance of the reservoir and surrounding area to make observations of the site, mark borings locations, check for underground utilities, and coordinate with facility staff for future site visits. Task 3: Ground Penetrating Radar (GPR) Survey/Geophysical Methods Because of the likelihood that the GPR survey may help with the placement of borings for the geotechnical subsurface exploration and will likely help to inform the structural assessment, the GPR survey will be conducted prior to those tasks. Subtask 3.1 – GPR Survey Inside Reservoir Consultant will obtain access inside the reservoir after it has been emptied to perform a GPR survey of the subgrade underlying the concrete reservoir liner. Consultant will perform a GPR survey along the sloping sides of the reservoir and over the bottom. A 3-D survey will be performed along the sloping sides where the cracking has occurred. The profiles will be parallel spaced 1 to 2 feet apart. A 400 Megahertz antenna will be used to provide the necessary subsurface resolution and a depth of investigation of about 4 to 5 feet, depending upon the specific subsurface materials properties. A 2-person crew will be provided, headed by a CA Professional Geophysicist and two GPR units to expedite the data acquisition time. Subtask 3.2 – Post-Processing of the GPR Data Following the data acquisition, the computer program RADAN will be used to process the GPR data to create a 3-D image of the subgrade underlying the reservoir liner. This program allows the data to be presented in an aerial view of the sloping sides and shows the subsurface reflection characteristics at different depth “slices.” The depth slices will be analyzed for localized or defined zones that may represent possible voids, weak zones, variations in the subsurface materials, and other subsurface features that may require further investigation during the geotechnical investigation. Since no cracking was observed within the bottom of the reservoir, we will obtain a series of 2-D profiles spaced about 5 feet apart. These profiles will be reviewed for localized reflection variations that may be correlated between adjacent profiles. The localized variations may also be further investigated during the geotechnical investigation. Subtask 3.3 – GPR Data Report Upon completion of the data acquisition, a letter report will be prepared describing the methods, procedures, results, and interpretation along with recommendations regarding locations where further geotechnical investigations should be considered. Appropriate maps and data samples will be included to further document the findings. It should be noted that, due to the nature of GPR data, the complete data set cannot be included with the report as proprietary software must be used to review the data. The GPR Survey results will provide Consultant with additional information that may be used to DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 4 focus Consultant’s efforts with additional subsurface exploration in the embankment around the reservoir perimeter. Task 4: Subsurface Exploration Subtask 4.1 – Field Reconnaissance Following the GPR survey, an additional field reconnaissance is planned to confirm the presence of voids that are detected by the GPR survey. This will be performed by tapping on the concrete liner with a hammer to detect acoustic changes. Subtask 4.2 – Subsurface Investigation Building on the existing available subsurface information by Kleinfelder, Consultant currently plans to drill additional borings around the reservoir perimeter to further characterize the soil conditions. Consultant will use the field information gathered to generate geologic cross-sections extending through the reservoir. Preparation of geologic sections is important, as the previous geotechnical reports do not provide interpretation of the subsurface conditions around and below the reservoir. Using track-mounted equipment, Consultant’s drilling subcontractor will drill small-diameter geotechnical borings at locations along the embankment surrounding the reservoir. This includes three to five borings, up to approximately 15 – 25 feet in depth, in order to provide geotechnical data for assessment of the reservoir. This depth range was chosen because the previous borings by Kleinfelder encountered bedrock within the upper 10 feet of the borings. Consultant has assumed and will confirm that obtaining permits and grouting and grout observation of all borings will not be required by the Santa Clara Valley Water District since the borings will be less than 45 feet deep. Based on Consultant’s familiarity with rock types in the general site vicinity, preliminary review of boring logs, and project needs, we propose to use hollow-stem auger drilling equipment on our subcontractor’s tracked vehicle. Depending on conditions encountered, drive samples would be taken at intervals or continuously, and blow count data obtained for engineering analysis. Samples would be logged in the field by a California Certified Engineering Geologist, carefully labeled and sealed, and transported to our laboratory for additional examination, refinement of drill hole logs, and for selection of the laboratory test suite. Access to boring locations would be accomplished by unloading the drill rig in the parking lot on the north side of the reservoir and track-walking it along the path on the east side of the reservoir to a gate near the southeast corner of the reservoir. Subtask 4.3 – Laboratory Testing Laboratory testing will be complete in Consultant’s own soils laboratory or Consultant’s subcontractor’s laboratory (depending on suite of tests needed), to determine engineering properties of the earth materials encountered. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 5 Task 5: Structural Assessment Consultant’s assessment of the reservoir will include assessment by Consultant Team’s subconsultant, Beyaz & Patel. Their analysis will include the following:  Review of the available plans and reports for the reservoir,  A condition survey inside the reservoir after it is drained,  An evaluation of the data from the review, condition survey, geotechnical findings and GPR survey,  Develop repair concepts and cost estimates,  Prepare a condition assessment report. Task 6: Geotechnical Assessment Report Consultant will prepare a Geotechnical Assessment Report that will include the following: Subtask 6.1 – Synthesis of Findings Consultant will synthesize and consolidate the findings and deliverables of Tasks 2 – 5 for incorporation into the report for the project. Subtask 6.2 – Discussion of Conclusions Consultant will include a detailed discussion of our conclusions for the geotechnical, geophysical, and structural aspects of the project. Subtask 6.3 – Provide Repair Alternatives For this task, Consultant will discuss repair alternatives considered and identify the recommended alternative, and lay out the rationale for its selection. Subtask 6.4 – Develop Implementation Schedule A schedule for implementation/construction of the recommended alternative will be prepared with input from the City. Considerations will likely include seasonal constraints associated with weather. In consultation with City staff, Consultant will work to build into the schedule reasonable allowances for any actions requiring City Council approval/action, if required. Task 7: Ancillary Services The purpose of this task is to provide the CITY with flexibility for requesting ancillary services for unforeseen issues that may arise in the field.  In-person meeting attendance by Beyaz & Patel, Consultant team’s structural engineering expert.  Destructive Testing: Consultant’s Team will perform 1-day of destructive testing within the reservoir. The testing will include 6 to 8 concrete cores through the reservoir liner, observation of the soil conditions below the liner and any voids that may be visible. Upon completion of the coring and observations, the core holes will be backfilled with high-strength concrete and troweled smooth and flush with the surrounding liner. We understand City staff will be responsible for disinfection following Consultant’s field operations. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 6  Additional GPR Mobilization: If desired, the GPR field survey may be split up into two data collection operations. This will allow for 1-day of data collection followed by data processing, with the aim of evaluating the quality of data collected before spending 2 more days of data collection. A decision can then be made as to whether Consultant should proceed with the complete GPR survey. The additional cost for this option is one additional field survey mobilization.  Multi-Channel Analysis of Surface Waves (MASW): To provide additional characterization of the soil embankments surrounding the reservoir, and supporting the reservoir, we recommend the City consider optional testing to be performed along the reservoir embankment where conditions and access allow. The geophysical method that we recommend is referred to as multi-channel analysis of surface waves (MASW). This method provides a means for profiling variations of shear wave velocities both with depth and laterally. Shear wave velocities are an indication of the stiffness or strength of the materials. MASW profiles should be considered along the central portion of the four reservoir embankments to characterize the shear wave velocities. If there are localized zones of low velocities, they may be indicative of weaker material that deforms and allows the reservoir concrete liner to crack. The survey coverage would be 4 profiles each about 100 feet long along the central portions of the embankments surrounding the reservoir. The field survey would be performed by a 2-person crew and the recorded data will be computer processed to generate 2-D color coded shear wave velocity profiles. If this optional survey is authorized, the results would be included in the GPR report. Although Ancillary Services differ from Additional Services, the City and Consultant will nevertheless follow the requesting procedures and other requirements for Additional Services when requesting Ancillary Services. As with Additional Services, City will not be required to pay for Ancillary Services unless the requirements for requesting such services are met. Assumptions In connection with the above listed Basic Services and any Additional Services requested by City, Consultant has made the following assumptions in developing its scope of work, cost, and schedule:  Permission to perform the field investigation work described herein will be granted by the City;  City staff will grant permission to perform the proposed field work at the site and provide access to the reservoir through the locked gates.  Subsurface exploration and site surveys will be accomplished during the hours of 7:00AM and 6:00PM on non-holiday weekdays.  City staff will be responsible for underground utility clearance of the boring locations.  The soil cuttings from the borings are assumed to not be contaminated. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 7  Design team will provide electronic copies of as-built plans, reports, topographic maps, etc., to facilitate Consultant’s analysis and provide a basis for graphics to be included in our geotechnical assessment report. If a topographic map is not available, Consultant assumes publically available LiDAR will be acceptable for purposes of our analysis and presenting our results.  City staff will be responsible for disinfection following Consultant’s field operations. ADDITIONAL SERVICES Additional Services, which are unforeseen but nevertheless may be required, are distinct from the Basic Services set forth above and the cost of such Additional Services, if requested by City in accordance with the requirements set forth in Section 4 and Exhibit “C” shall not exceed Twelve Thousand, Six Hundred and Fifty Six dollars ($12,656). Additional unforeseen services may include, but are not limited to the following: additional meetings, additional field investigations and testing, and any other miscellaneous tasks related to but not otherwise covered by Basic Services (Tasks 1-7). DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 8 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Days/Weeks From NTP 1. Project Management and Administration 21 weeks 2. Data Collection, Review and Planning 2 weeks 3. Ground Penetrating Radar (GPR) Survey and Geophysical Methods 3 weeks 4. Subsurface Exploration 6 weeks 5. Structural Assessment 6 weeks 6. Geotechnical Assessment 8 weeks 7. Ancillary Services TBD DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 9 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 (Project Management and Administration) $9,924.00 Task 2 (Data Collection, Review and Planning) $1,912.00 Task 3 (GPR and Geophysical Methods) $54,641.00 Task 4 (Subsurface Exploration) $5,780.00 Task 5 (Structural Assessment) $10,018.00 Task 6 (Geotechnical Assessment Report) $14,541.00 Task 7 (Ancillary Service) $29,741.00 SUB-TOTAL BASIC SERVICES $126,557.00 Reimbursable Expenses $0.00 Additional Services $12,656.00 TOTAL NOT TO EXCEED $139,213.00 Basic Services, Reimbursable Expenses and Additional Services REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 10 CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 11 EXHIBIT “C-1” SCHEDULE OF RATES The rates below are “all-up” rates, and include direct salary cost, overhead, general and administrative costs not separately accounted for, and profit. They shall remain in effect through December 31, 2017. Ongoing work continuing beyond December 31, 2017 will be invoiced at the applicable New Year’s rate. Personnel Rate Principal Engineer/Geologist $225 per hour Associate Engineer/Geologist $200 per hour Senior Engineer/Geologist $184 per hour Project Engineer/Geologist $147 per hour Staff Engineer/Geologist $131 per hour Technician (Straight rate prevailing wage) $118 per hour Project Assistant $ 84 per hour Administration/Clerical $ 79 per hour Special Inspector (Straight rate prevailing wage) $121 per hour Deposition/Court Testimony (minimum 4 hours) $370 per hour Laboratory Tests Fee Concrete Compressive Strength Testing $ 35 per test Moisture Content (ASTM D 2216) $ 21 per test Moisture & Density (ASTM D 4318) $ 28 per test Atterberg Limits (ASTM D 4318) $185 per test Compaction Curve, 4" mold (ASTM D 1557) $235 per test Compaction Curve, 6" mold (ASTM D 1557) $290 per test Wash over #200 Sieve (ASTM D 1140) $ 65 per test Sieve Analysis with #200 Wash (ASTM D 422) $135 per test Sieve & Hydrometer (ASTM D 422) $210 per test Reimbursables Rate Nuclear Gage $ 50 per day Inclinometer $175 per day Vane Shear Device $100 per day DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 12 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRE D TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51 Professional Services Rev. April 27, 2016 13 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 4FD89A74-4BD8-4C8D-BAF1-5DF4AB5D7A51