HomeMy WebLinkAboutStaff Report 1852City of Palo Alto (ID # 1852)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 7/18/2011
July 18, 2011 Page 1 of 3
(ID # 1852)
Council Priority: Land Use and Transportation Planning
Summary Title: Award of On-Call Traffic Signal Support Contract
Title: Approval of an On-Call Contract to Cal-West Signal & Lighting in an
Amount Not to Exceed $150,000 for Traffic Signal Support Services
From:City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council authorize the City Manager or designee to execute a contract
with Cal-West Signal and Lighting, in the amount of $150,000, for on-call traffic signal
construction support services.
Executive Summary
The City operates and maintains approximately 99 signalized intersections throughout the City.
This contract provides construction support for functions outside of the capacity of City services
including: the construction of foundations for traffic signal cabinets and poles; installation of
underground conduit facilities; installation of electrical facilities such as vehicle speed feedback
signs and video detection systems; and additional on-call services. This contract may be
extended twice, each extension for either an additional $150,000 or additional one-year time
period.
Background
On February 8, 2011, the City released a Request for Proposals for On-Call Traffic Signal Support
Services. Three proposals were received in response to the RFP. The proposals were reviewed
by staff from the Utilities Department and the Transportation Division of the Department of
Planning and Community Environment. Cal-West Signal & Lighting was selected as the
preferred contractor for this project based on experience in offering similar service with other
local agencies around the San Francisco Bay Area and because they best fit the selection criteria
identified within the RPF by the review committee including their ability to provide immediate
response support, equipment inventory, and reference checks.
The City currently does not have an On-Call Traffic Signal Support Services contractor. Staff
from the Utilities Department provides both regular maintenance functions for traffic signals
and special project support on an as needed basis and when maintenance functions allow.
July 18, 2011 Page 2 of 3
(ID # 1852)
Special projects that cannot be implemented by City staff are competitively bid on an as-
needed basis per project. Having an on-call contractor will provide a more streamlined process
for the City to implement special project improvements and allow the City to focus its resources
on regular maintenance functions.
Discussion
The proposed project includes providing on-call support services to help advance special
projects such as the installation of video detection systems to help better optimize traffic signal
operations, installation of new traffic signal field equipment such as traffic signal cabinet and
pole standards, installation of vehicle speed feedback signs to encourage speed reductions
along arterial streets, and the installation of enhanced pedestrian crosswalk facilities.
Cal-West is familiar with the traffic signal standards of the City having helped with the
installation of facilities along Arastradero Road and Alma Streets.
July 18, 2011 Page 3 of 3
(ID # 1852)
Timeline
This project provides on on-call support services through the current and new FY2011-12. The
project may be extended twice for either an increase in funding in an amount equal to the
initial contract value each time or for a time extension equal to one year each time.
Resource Impact
This project is funded through the Capital Improvement Program (CIP) through the PL-05030
Traffic Signal Upgrades project. The project will allow City staff to focus its efforts on regular
traffic signal maintenance functions.
Policy Implications
This project is consistent with the following Comprehensive Plan Goals and associated Policies
and Programs: Goal T-4 (An Efficient Roadway Network for All Users) and Goal T-6 (A High Level
of Safety for Motorists, Pedestrians, and Bicyclists on Palo Alto Streets).
Environmental Review
Typical improvements through this project are maintenance functions that qualify for
categorical exemption from CEQA. No environmental review is required for award of the
contract.
Attachments:
·Attachment A: Contract with Calwest Signal and Lighting (PDF)
Prepared By:Jaime Rodriguez, Chief Transportation Official
Department Head:Curtis Williams, Director
City Manager Approval: James Keene, City Manager
CITY OF PALO ALTO CO:NTRACT NO. SI1139791
AGREEMENT BETWEEN TBE CITY OF PALO ALTO AND
}'OR. PROFESSIONAL SERVICES OF
ONCALL TRAFFIC SIGNAL SERVICES
This Agreement is entered into on this 18th day of April, 2011, ("Agreement") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"),
andCAL·WEST LIGHTING & SIGNAL MAINTENANCE, INC., a corporation, located at 530
North Marburg Way, San Jose, California 95133, (408) 923·1313 ("CONSL"L TANT").
RECIT.4.LS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to improve on highway, roadway, and curb signals and markings as needed.
("Project") and desires to engage a consultant to perform standard highway sign installations,
roadway marking removal & installations, and curb painting installations in connection with the
Project ("Services").
B. CONSL"L TAl~T has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses andlor certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSL"LTANT 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, this
Agrcement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
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.
!8l QQtional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements.)
Services will be authorized by the City, as needed, with a Task Order assigned and approved by the
City's Project Manager. Each Task Order shall be in substantially the same form as ExhibitA·I.
Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a
specific schedule of performance and a specific compensation amount. The total price of all Task
Orders issued under this Agreement shall not exceed the amount of Compensation set forth in
Section 4 of this Agreement. CONSULT ANT shall only be compensated for work performed under
an authorized Task Order and the City may elect, but is not required, to authorize work up to the
maximum compensation amount set forth in Section 4.
Profession!1l Services
Rev, looe2, 2010
SECTION 2. TERM.
The tenn of this Agreement shall be from the date ofits full execution through three-years from the
execution date, unless tenninated earlier pursuaut to Section 19 of this Agrecment.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the perfonnance of
Services under this Agreement. CONSULTANT shall complete the Services within the tenn 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 forperfonnance are not specified in this Agreement
shall be commenced and completed by CONSULT ANT in a reasonably prompt and timely manner
based upon the circumstances and direction communicated to the CONSULTANT. CITY's
agreement to extend the tenn or the schedule forperfonnance 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 perfonnance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed One-Hundred & fifty-
Thousand Dollars ($150,000.00). In the event Additional Services are authorized, the total
compensation for services and reimbursable expenses shall not exceed zero Dollars ($0.00).
The applicable rates and schedule of payment are set out in Exhibit "C-I ", entitled "HOURLY
RATE SCHEDULE," which is attached to and made a part of this Agreement.
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 perfonned
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 in Exhibit "A".
SECTION 5. L'lVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services perfonned and the applicable charges (including an
identification of personnel who perfonned the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-I "). 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 verillcation by CITY. CONSULT ANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will geuerally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. }JI of the Services shall be
perfonned by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
2
Professional Se{Vices
Rev. June 1, 2010
S;\ASDIPtJRCH\SOLrCrrATIONS\CURRENT BUYER-CM FOLDBRS\JOHN M\RFPm9791~PLA_Oncali Tra1SigSrvcl139791_0nc.J1
SigSrvcs_ProSrveCQntractl.doc
by this Agreement and that the personnel have sufficient skill and experience to perfonn the Services
assigned to them, CONSULTANT represents that it, its employees and subconsultants, if pennitted,
have and shall maintain during the tenn of this Agreement all licenses, pennits, qualifications,
insurance and approvals of whatever nature that are legally required to perfonn 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 workthrougbout California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULT ANT shall keep itself informed of and
in compliance with all federal, stste and local laws, ordinances, regulations, and orders that may
affect in any marmer the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all pennits 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 shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product subrnitted to CITY, provided CITY gives
notice to CONSULTANT, If CONSUL TANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and dnring the course of construction ofthc Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIlVIATES. If this Agreement pertains to the design of a public works
project, CONSULT Ml' shall submit estimates of probable construction costs at each phase of
design submittal. Ifthe total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, COKSULTANT shall make recommendations to the
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 to. INDEPENDENT CONTRACTOR. It is understood and agreed that in perfonning
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 the CITY,
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agrecment. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations
hereunder without the priorv,Titten 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.
I2!JOption A: No Subcontractor: CONSULTANT shall not subeontractany portion of the work to
be performed under this Agreement without the prior written authorization of the city manager or
Professional Services
Rev. Ju."1e 2,2010
3
S:IASD\PURCfllSOLlCITA TIONSICUltRENT BUYER-CM FOLDERS\JOHN M\RFPlI19i9l ]LA _ OIlCllIl TralSigSrvcll19791_ Oneall
SigSrvcs _ PmSrvcContractLdoc
designee.
DOption B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Setvices. The subconsultants authorized by CITY to
perform work on this Project are:
N/A
CONSULTANT shall be responsible for directing the work of any sub consultants 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. CONSli'L T ANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMEl'o'T. CONSu'LTANT will assign Craig Geis as the
Program Manager to have supetvisory responsibility for the performance, progress, and execution of
the Setvices and as the Project Coordinator to represent CONSULTANT during the day4o-day work
on the Project. If circumstances cause the substitution of the project director, pr~ject coordinator, or
any other key personnel for any reason, the appointment of a substitute project director and the
assigument 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 frods do not perform the Setvices 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 perSOILS or
property.
The City's project manager is Jaime Rodriguez, Planning Department, Traffic Division, Palo Alto,
CA 94303, Telephone (650) 329-2136. The project manager \\'ill be CONSULTANT's point of
contact with respect to performance, progress and execution of the Services. The CITY may
designate an alternate project manager from time .to time.
SECTION 14. Ow}\''ERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all wTitings, 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 CONSu'L TANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSu'L T ANT norits 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. CONSULT k'IT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
4
Professiona! Services
Rev. Iune2,2010
S:\ASDIPURCHISOLICITA nONSlCURRENT BUYER-CM FOLDERSIJOHN MlRFPl139791 ]LA~ Oneall TraffiigSrvcl139791_ OnCali
S igSrvcs _ ProSrvcContrllCtl. doc
SECTION 16. INDEMNITY.
[gJ[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and lic.ensed
professionailand surveyors.] 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 attorneys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, pertain to, or relate to the negligence. recklessness, or
willful misconduct of the CONSULTANT, it~ officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
O[Option B applies to any consultant who does not qualify as a design professional as defined
in Civil Code Section 2782.8.) 16.1. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold halmless 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 attorneys fees, experts fees, court costs and
disbursements ("Claims") resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
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 aceeptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right ofindemnification. 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 expeose, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSL'LTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any generalliahility or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
withAl\1 Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
S
Professional Services
Rev. June 2, 2010
S:\ASDIPURCH\SOLICITATIONSICURRENT BUYER·eM FOLDERS\JOHN MlRFPI 13919l ]LA~ Or~all TrafSigSrvclJl9791 JlnCaIl
SigSrvc!UlroSrveContracU.doc
transact insurance business in the State of California. Any and all contractors of CONSUL TAKT
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 IlB required above.
18.3. Certificates evidencing such insurance shall be filed with CI1Y 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 ",'fitten notice of the cancellation or modification,
CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance
are provided to CITY's Purchasing Manager 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 Of 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.
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 (l0) days prior written
notice thereof to CONSULT Mi. Upon receipt of such notice, CONSULT ANT 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 fuilure 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, ifany, in conoection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or temtination by CITY, CONSUL TANTwill be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (Le., 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 ofhisther discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25.
6
Professional Services
Rev. June 2. 2010
S:IASDIPURCIDSOL1CITA TIONSIClJRRE:>iT BUYER-CM FOLDERSIJOHN M\RFPII 3979 !]LA_ Oneall TraiSigSevc1139791_ One"]l
SigSrvcs_ProSrvcContractl,doc
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 W1der this Agreement.
7
Profess-ional Services
Rev. June 2, 20W
S,IASD\PURCH\SOLICITATIONSICURREl'lT BUYER-CM FOLDERSIJOHN MlRFPI139791 PLA Oneall TrafSigSrvelJ39791 Oneall
SigSrvcs_ProSrvcContractLdoc -- --
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: Attentiou of the project director
at the address of CONSULTANT recited above
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, fmandal or otherwise, which would
conflict in any manner or degree ""ith 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 fmandal 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 ofCalifomia.
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 fmancial disclosure docurnent~ 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, fumilial 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
230.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCR.-\SING AND ZERO WASTE
REQUIRElVlENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the 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 the City's Zero Waste Program. Zero
B
Professional Services
Rev. June 2, 2010
S:\ASDIPURCHlSOLICITATlONS\CURRENT BUYER-CM FOLDERSIJOHN MlRFP1139791]LA _Oneall TrafSigSrvcl 139791_ OnCali
SigSrvcs~ProSrvcContrr1C-ttdoc
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:
• All printed materials provided by Consultant 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 of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. A.ny submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the 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 Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the 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. NON-APPROPRIATION
24.1. This Agreement is subject to the fucal 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 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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.
25.3. 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.
25.4. 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
9
Proressionai Servfces
Rev. June 2. 2010
S:\ASDIPURCH\SOLlCITATIONSlCURRENT BUYER·CM FOLDERSI10HN M\RFP\139J91_ PLA_ Oneall TralSISSnoc1139791_0nCall
SigSrvcs~ProSrvcContractl.doc
25.5. 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.
25.6. If a eourt 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 forcc and effect.
25.7. 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 referenee incorporated in this Agreement and ",ill be
deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as definedin 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 orin the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 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.
lN 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 (Required on contraclll over $85,000)
Purchasing Manager (Required 011 con1r.clll over $25,000)
Contracts Administrator (Required on contr1lCts under
$25,000)
9
ProfeSSional Services
Rev, June 2, 201Q
S:iASDIPIJRCHlSOLlCTI'ATION5\CURRENT BUYER·CM FOI.DERS'·]OHN M\RfP\139791_PLA _ Oneall TrafSigSrvc\SIII39191_ On·Call
Traffic Signal Srvc.doc
# 22, 710. Cal-West
-I 2.0 I ~Ss:. Republic ITS
# ;r"i!; 7Z.S:. Team Econolite
Proposal Evaluation Scoring Results
RFP 139791
On-Call Traffic Signal Support
86 71 62
88 62 40
72 68 61
60 70
46 59
70 68