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HomeMy WebLinkAbout2004-08-09 City Council (12)TO: City of Palo Alto C ty Manager’s Report HONORABLE CITY COUNCIL ~ FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS 7 DATE:AUGUST 9, 2004 CMR:377:04 SUBJECT:APPROVAL OF CONTRACT WITH TMAD ENGINEERS, INC. IN THE AMOUNT OF $100,000 FOR DESIGN SERVICES FOR CUBBERLEY MECHANICAL AND ELECTRICAL UPGRADES - CAPITAL IMPROVEMENT PROGRAM PROJECT PF-04010 RECOMMENDATION Staff recommends that Council approve and authorize the Mayor to execute the attached contract (Attachment A) with TMAD Engineers, Inc. in the amount of $100,000 for Design Services for Cubberley Mechanical and Electrical Upgrades -Capital Improvement Program Project PF-04010. DISCUSSION Scope of Services The Theater, Pavilion, Auditorium and Gymnasiums ’A’ and ’B’ have mechanical and electrical equipment that are original equipment installed in the early 1950’s and are now ready for replacement. The equipment has exceeded its useful life, failures are occurring and many repair parts are no longer available. The scope of work to be performed under the contract is consulting engineering services to design mechanical and electrical upgrades to the Theater, Pavilion, Auditorium, and Gymnasiums ’A’ and ’B’ at the Cubberley Community Center, 4000 Middlefield Rd., Palo Alto. This project provides for identifying the major pieces of equipment to be replaced and the design of energy efficient systems including boilers, domestic hot water heating system, piping, lighting and electrical systems. Summary of Solicitation Process A notice inviting formal proposals for Design Services for Cubberley Mechanical and Electrical Upgrades - RFP Number 105780, was sent to nineteen consultants and posted at City Hall and Purchasing’s website on April 14, 2004. The proposal period was 27 days. A pre-proposal meeting was held on April 28, 2004; eight consultant firms’ representatives attended the meeting. CMR:377:04 Page 1 of 3 Summary of Solicitation Process A notice inviting formal proposals for Design Services for Cubberley Mechanical and Electrical Upgrades - RFP Number 105780, was sent to nineteen consultants and posted at City Hall and Purchasing’s website on April 14, 2004. The proposal period was 27 days. A pre-proposal meeting was held on April 28, 2004; eight consultant firms’ representatives attended the meeting. Proposal Description/Number Proposed Length of Project Number of Proposals Mailed Total Days to Respond to Proposal Pre-proposal Meeting Date Number of Company Attendees at Pre-proposal Meeting Number of Proposals Received: Company Name 1. TMAD Engineers, Inc 2. Ackerman Practicon Engineers 3. Advanced Design Consultants, Inc. 4. Salas O’Brien Engineers, Inco 5. ATI 6. Flack & Kurtz, Engineers, Inc. 7. Mazetti Associates, Inc. 8. Ray I. Juachon & Associates Range of Proposal Amounts Submitted Design Services for Cubberley Mechanical and Electrical Upgrades - RFP No. 105780 4 months 19 27 April 28, 2004 8 8 Location (City, State) Oakland, California Palo Alto, California San Jose, California Selected interview? Yes Yes Yes Yes No No No No for oral San Jose, California Danville, California San Francisco, California San Jose, California Burlingame, California $79,000 to $200,000 An evaluation committee consisting of staff from Utilities, Administrative Services; Public Works, Facilities Management reviewed the proposals. Four firms were invited to participate in oral interviews on May 26, 2004. The committee carefully reviewed each firm’s qualifications and submittal in response to the criteria identified in the RFP. The following criteria were used to evaluate the firms. 1.Qualifications and experience of proposed project manager and key staff. 2.Similar experience, methodology and expertise in the type of work required. 3.Demonstrated experience and methodology used in performing work/service. 4.The response to this RFP, including consultant’s approach and methodology proposed. 5. The proposed fee relative to the services to be provided. CMR:377:04 Page 2 of 3 TMAD Engineers, Inc. was selected for its innovative proposed solution to the air movement issues at the Pavilion Building and other design challenges at the site. Its design team has extensive experience with similar projects, and is prepared to address the design issues, including energy efficiency improvements that the Utilities Department is targeting. It shows enthusiasm and a genuine interest in solving problems at Cubberley. Staff, with the concurrence of the City Attorney, has determined that the consultant is exempt from complying with the financial disclosure provisions of the City’s conflict of interest code, because the consultant’s range of duties and services to be provided under the contract are limited in scope. RESOURCE IMPACT Funds are available in the FY 2004-2005 Cubberley Mechanical and Electrical Upgrades Project - Capital Improvement Program Project PF-04010 POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies ENVIRONMENTAL REVIEW This project is exempt for the California Environmental Quality Act (CEQA). ATTACHMENTS Attachment A: Contract PREPARED BY: DEPARTMENT HEAD: CITY MANAGER APPROVAL: PA~A~APPA CHOKKAL~AM GLENN S. ROBERTS, Director of Public Works EMI~-ah~ARRIS ON Assistant City Manager CMR:377:04 Page 3 of 3 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND TMAD ENGINEERS, INC. FOR CONSULTING SERVICES This Contract No. C~05105-~) is entered into, by and between the CITY OE PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and TMAD Engineers, Inc., a California Corporation, located at 7677 Oakport Street, #220,Oakland,CA 94621("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services.("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project" or "Basic Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONSULTANT, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in cons~~’=dera~Aon of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION !. TERM !.! This Contract will con~mence on the date of its execution by CITY, and wil! terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. // 040722 sm 0100275 SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 CONSULTANT shall perform the Basic Services as des’cribed in Exhibit "A". 2.2 CITY may order substantial changes in the scope or character of the Basic Services, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the ~ approval of CITY’s City Council, as may be required, CONSULTANT will be entitied to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantia! changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additiona! compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverab!es, which are discovered by CITY after the construction contract is awarded by CITY, will be corrected by CONSULTANT, as follows: (a) at no cost to CITY insofar as those corrections will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those corrections will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion will determine whether the corrections to be provided by CONSULTANT wil! contribute minor or substantial benefit to the construction work. SECTION 3. CONSULTANT QUALIFICATIONS,STATUS,AND DUTIES OF 3.1 CONSULTANT represents that it has the expertise and professiona! qua!ifidations to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents that the 040722 sm 0100275 project director and every individual, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it wil! execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Sunil Patel as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Mohan Sabapathy will be assigned as the project engineer who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents that it will: 3.4.1 Consultant will assist the CITY to procure all permits and licenses, and assist with notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all existing Federal, State of California, and !ocal laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance, of the Services; 3.4.3 At all times observe and comply with, and cause its emp!oyees and consultants, if any, who are assigned to the performance of this Contract ro observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverab!es. 040722 sm 0100275 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will bec~me the property of CITY. 3.6 CONSULTANT wil! provide CITY with any documents, which are a part of the Deliverables upon their completion and acceptance by CITY. The number of copies to be provided is designated in Exhibit "A". 3.7 If CITY requests additional copies ofany documents, which are a part of the Deliverables, CONSULTANT will provide such additiona! copies and CITY will compensate CONSULTANT for its time and duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which wil! be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the emp!oyee or consultant wil! be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained, any and all of the fol!owing Additional Services, no~ included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or Proceeding of a court of record; 3o10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 040722 sm 0100275 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approva! will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. Consultant’s schedule shall be adjusted, if delay is due solely to City exceeding the estimated time of review and approval. 4.3 The city manager will represent CiTY for all purposes under this Contract. Chok Chokkalingam, Engineer is designated as the project manager for the city manager. The projec< manager ~wi!l supervise the performance, progress, and execution of the Project. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY wi!l use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY wi!l compensate CONSULTANT for the following servides and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY wil! pay CONSULTANT a lump sum fee of Ninety Thousand Eigh< Hundred Dollars ($90,800). The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of 040722 sm 0100275 5 such fees, if such prior approval is not obtained.by CONSULTANT. 5.1.2 CONSULTANT’s compensatio~ for any authorized Additional Services shall not exceed Nine Thousand Two Hundred Dollars ($9,200.00). The City’s Project Manager shal! not authorize and CONSULTANT shall not perform any Additional Services that would result in a cost exceeding such amount. Prior to commencing any Additional Services, CITY, through the Project Manager and CONSULTANT shal! agree in writing upon the scope of work, schedule and maximum compensati6n for such services. Compensation for Additiona! Services may be a lump sum fee or on a time and materials basis in accordance with the rates set forth in Exhibit "B". The rate schedule may be updated by CONSULTANT only once each calendar year, and the rate schedule will not become effective for purposes of’ this Contract, unless and Until CONSULTANT gives CITY thirty (30) days prior written notice of the effective date of any revised rate schedule. 5.1.3 CONSULTANT’s maximum compensation under this Contract shall not exceed One Hundred Thousand Dollars ($i00,000~00) which is the tota! of the amount set forth in Section 5.1.1 for performance of Basic Services and the total amount established in Section 5.1.2 for the performance of authorized Additional Services. 5.1.4 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, research and design, work in producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit ~A’, or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final pa~rment will be made by CITY after CONSULTANT has submitted all 040722 sm 0100275 6 Deliverables, including, without limitation, reports which ha%e been approved by the project manager. 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to genera! contractors. SECTION 6. ACCOUNTING, AUDITS,. OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additiona! Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mu<ually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 A. The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract wi!l become the property of C!TY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additiona! compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, withou< restriction or limitation Upon their use. 6.2 B. Notwithstanding the foregoing, the following shal! apply to all’ plans, drawings, specifications, and related reports and documents, and electronic equivalents (collectively "PLANS") developed pursuant to this Agreement: C!TY shall have the right to reproduce and use the plans for purposes of the project that is the subject of this Agreement, including, but not limited to, any use associated with construction, reconstruction, modification, management, maintenance and renovation of the project. CITY shall have the right to reproduce, use and modify the PLANS, or portions thereof, in the design and construction of any other future CITY project. CITY acknowledges that the CONSULTANT 040722 sm 0100275 7 does not warrant the suitability of the PLANS for reuse other than as needed for the project that is the subject of this Agreement. The right of the CITY to modify and reuse the PLANS pursuant to this subsection 6.2.B is subject to the provisions of California Business and Professions Code Sections 5536.25, 6735,6735.3 or 6735.4, whichever is applicable° SECTION 7. INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers and emp!oyees and agents, from any and all.demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers,, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 8. WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or. other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY wil! operate as a Waiver on the part of CiTY of any of its rights under this Contract. SECTION 9.INSURANCE 9.1 CONSULTANT, at its so!e cost and expense, will obtain and maintain, in fu!! force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, emp!oyer’s liability 040722 sm 0100275 and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as anadditional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance wil! be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limi~ CONSULTANT"s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and tota! amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION I0. WORKERS’ COMPENSATION I0.i CONSULTANT, by executing this Contract, certifies tha9 ~ is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable,beforecommencing the performance of the Project. // // 040722 sm 0100275 PROJECT SECTION II.TERMINATION OR SUSPENSION OF CONTRACT OR Ii.! The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by cITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CiTY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approva! of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise, of her discretion. 11.4 In the event of termination of this Contract or suspension of .work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be ~m~~=sv__~_~.~ for each item of service’ ~u~y= "~- performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by .CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of <hat item of service. 040722 sm 0100275 10 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any,. or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this C~ntract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract wil! not be assignable by operation of law.. SECTION 13.NOTICES 13.1 Ail 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 Pa!o Alto, CA 94303 To CONSULTANT: Attention of the projec~ director at the address of CONSULTANT recited above // 040722 sm 0100275 1! SECTION 14.CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants tha~t it presently has no interest, and wil! not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it wil! not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipa! Code and the Government Code of the State of California. SECTION 15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orienta<ion, housing status, marital status, familial status, weight or height of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision su~tan~lal!y as fol!ows : "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with al! Federal and State of California laws covering nondi~ ~’ ~ ~ ~m~oyme1~, and ~ -~ [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race., color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair 040722 sm 0100275 12 Employment Practices Act or similar provisions of Federal iaw or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, Cr both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. SECTION 16. MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. The CONSULTANT will use its professional skill and judgment to ensure that the project design complies with ADA requirements and other federal, state and local laws, rules, codes, ordinances and regulations. 16.2 Upon the mutual agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the ~erican Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 In %he event that an action is brought, the parties agree that trial of such action will be vested exclusively in the s~ate courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or 040722 sm 0100275 13 oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and wil! bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 The delay in performance of failure of either party to perform its obligations under <his AGREEMENT due to conditions beyond its reasonable control, including, but not limited to, acts of God, catastrophes, government restrictions, wars, insurrections, strikes, fires, floods, or work stoppages shall not be deemed a breach of this AGREEMENT. 16.11 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.12 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together wi!l constitute one and the same instrument. 16.13 This Contract is subject to the~fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipa! Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Contract are no !onger available. This Section 16.13 wil! take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. // // 040722 sm 0100275 14 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTESTED:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM: Senior Asst. City Antorney APPROVED: Assistant City Manager Director of Administrative Services Director of Public Works Risk Manager Title : ~ ~ ¢ ~ -p~ ~.~,/C ~TO Taxpayer identification No. Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": (Ccmpliance with Corp. Code § 313 is required ~f the entity on whose behalf this contrac[ is signed is a corporation. In the alternative, a certified corporate resoluEion attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) SCOPE OF PROJECT & TIME SCHEDULE ADDITIONAL SERVICES RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 040722 sm 0100275 15 C~.RTXFICATE OF AC~NOW-A~D~NT (Civil Code ~ 1189) On ~0~ ~ , 2004, before me, the undersigned, a Notary Publid@in Ind for said County and State, personally appeared ~~p~o~ed to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/~subscribed to the within instrument and acknowledged to me that he/she/~ executed the same in his/her/~ authorized capacity(ies), and that by his/her/t~ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. T~of~_c==l sealW±~NESS my hand and ;{ ~-. COMM. #1355661 ~ NOTARY PUBLIC. CALIFORNIA ~ LOS ANGELES COUNTY ’~’ ~omm. Expires May 7, 2006 Public 040722 sm 0100275 16 EXHIBIT ~A" SCOPE OF PROJECT AND T~ME SCHEDULE SCOPE OF WORK The Cubberley Community Center is !ocated at 4000 Middlefield Road, Palo Alto. It is a former school campus with one-story and two-story buildings. The Theater, Pavilion, Auditorium and Gymnasiums A & B were built in the 50’s and 60’s. The electrical and mechanical components in the buildings have undergone repairs and changes over time. The piping and boiler insulation have asbestos-containing materials. This project will provide for upgrades to these systems for the buildings listed above. !.! THEATER: Evaluate existing boiler and piping, and design new, efficient boiler and piping system as needed. Evaluate existing fan col! units located at the mezzanine level in the theater building and replace blower motors, ’ controls and coils. Design shal! consider method of removal and replacement of the coils within the limited space. Evaluate radiant floor heating system in adjacent multi- use building and recommend alternate systems Evaluate the breaker panels and wiring system in the theater and the attached multi-use building and design new breakers and wiring. Evaluate lighting system in the theater and multi-use building and recommend changes needed to improve lighting levels and efficiency. 1.2 PAVILION: Evaluate existing boiler and piping, and design new, efficient boiler and piping system as needed. Evaluate existing heating and air circulation system. Existing building has four packaged fan coil heater units. , Air circulation ~in the Pavilion building is inefficient. Electrically operated louvers are left closed due to louver malfunction. Design new and energy efficient heating and air-circulation system. Evaluate the breaker panels and wiring system and design new breakers and wiring. Evaluate lighting system and recommend changes needed to improve ligh<ing levels and efficiency 040722 sm 0100275 1.3 AUDITORIUM: Evaluate existing boiler and piping, and design new, efficient boiler and piping system as needed. Evaluate radiant f!oor heating system in kitchen area and recommend alternate systems ® Evaluate air flow from the fan coil units in the kitchen area and the return air from the stage area. Design changes to air flow as necessary. Evaluate air movement within the auditorium in the summer months and design air movement systems as necessary to keep the room cool. Evaluate the breaker panels and wiring system and design new breakers and wiring. Evaluate lighting levels in the kitchen area and adjacent roams and design new lighting as needed. I. 4 GYMNASIUMS A & B: Evaluat@ existing heating and air circulation system. Existing building has twelve ceiling hung fan coil units. Air circulation in the building is inefficient. Manually operated windows are left open most of the days. Design new and energy efficient heating and air- circulation system. Evaluate the breaker panels and wiring system and design new breakers and wiring. Evaluate lighting system and recommend changes needed to improve lighting levels and efficiency. Evaluate radiant floor heating system in adjacent wings and recommend alternate systems. SCOPE OF SERVICES Consultant shall work with the Public Works Department, Facilities Management Division for development and co- ordination of the project. In addition, consultant shall work with the Utilities Department to obtain LCCI related inputs2 and to obtain and p!ot energy use summaries for kWh/month and therms per month as well as total annual energy costs for gas and electric for not less than two full years of utilities (energy) data. This data is available to consultant in tabular form in electronic (Microsoft excel format. LCC is Life Cycle Cost. Consultant is encouraged to use the BLCC 5.0 software as available, free, from the Federal Energy Management Program (FEMP) Generally: discount rate, project lifetime, escalation factors for gas and electric. 040722 sm 0100275 19 The project scope is limited to electrical and mechanical upgrades in the Theater, the Pavilion, the Auditorium, and Gymnasiums A & B. The project shall be accomplished in two phases. Phase 1 is a study phase where the Consultant shall perform a thorough evaluation of the existing buildings’ electrical and mechanica! systems in the Theater, Pavilion, Auditorium and Gymnasiums A and B, and provide recommendations with estimated construction cost data for review by the City. Consultant shall select non-destructive testing methods to determine condition of wiring, insulation and breaker condition. City of Palo Alto shall provide a recent test report on condition of wiring from main breaker panel to the sub-panels for each of these four buildings. Fina! design shall proceed after the City has made its best choice solution from the recommendations presented by the Consultant in Phase i. Phase 2 is the construction document preparation phase and construction assistance phase. Consultant shall design an efficient system that wil! meet the occupant needs in the buildings. The existing facility will remain in operation during the construction period.Theproject shal! be accomplished with minimum downtimeandminimum disruption to the occupants. Consultant shall determine during the study phase if the project triggers requirements to comply with ADA/Title 24 and/or other building code requirements including firesuppression work. A.General Consultant shall prepare design and construction documents (drawings and specifications), cost estimate, and construction schedule. Schedule shall be detailed using Microsoft Project. Services shall include assistance during the bid period and construction administration services, as well as the energy and sustainability design and options process discussed above. 040722 sm 0100275 The Consultant’s scope of work shall include the following: Field investigation of the project site and all existing conditions that may affect the scope of 2O work.Review documentation.~ of all available plans and o o Review of historical energy usage, LCC inputs, and LEED potential. Attend meetings with the City’s Project Manager, Community Services Dep~rtment representatives throughout the project as required. Two meetings shall also be held with the City’s Energy/Utility Representative to discuss the design intent as it relates to opportunities, evaluation and resolution of energy/sustainability issues. These can be included as a part of the norma! project meeting. Work closely with Project Manager to assure the total project cost does not exceed the project budget. Provide cost estimates at 30%, 90% and 100% completion in a format the Consultant deems appropriate. Phase 1 ends at 30% project completion. If energy-efficiency or sustainability options cause the project to exceed the project budget, discuss options with the City’s Project Manager. This will include development of a cost estimate that identifies the incremental cost associated with the improvement. Preparation of construction specifications and permit drawings and assist in obtaining con~uct±~ pe- Prepare baseline vs. projected estimates of energy efficiency (and/or sustainability) options. Consultant shall provide a description of basis for baseline as a part of Consultant’s basis of design. Prepare preliminary summary of potentia! LEED points attributable to the project. Construction administration during construction phase. 040722 sm 0100275 21 m o Preliminary Design - Study Phase Consultant shall review all existing conditions relevant to this project and evaluate the existing mechanical and electrical systems in the facilities described above. Consultant shall develop a list of mechanical equipment, circuits, transformers, and panel boxes that require modification to support mechanical and electrical upgrades and reasonable future growth limited to the confines of the existing building. Evaluate wiring, wire insulation, receptacles, switches, breaker panels, and breakers for condition. Consultant shall provide a written report of the building mechanical and electrical systems and provide construction cost data for the recommended changes to bring the building mechanical and electrical system to comply with the Mechanical code, Plumbing code, NEC Code, Building code and Fire Code. Consultant shall include in the report any ADA/Title24 and fire suppression work tha% may arise due to the recommended changes. Consultant shall attend a meeting to present the alternates proposed. Consultant shal! proceed with the Final Design phase after the City accepts the best and financially sound solution. Consultant shall evaluate the replacement equipment for energy efficiency and recommend equipment that provides the lowest life cycle cost. Life cycle cost analysis shall be performed for all equipment over $I0,000 value. During pre-schematic and preliminary design Consultant shall propose options relating to energy efficient equipment and/or energy efficient systems options and/or sustainable systems. Consultant shall aiso provide life cycle costing for major3 pieces of equipment or systems to be replaced. This shall include, during preliminary design, a discussion of the various types of equipment or of the various systems evaluated with an estimate of potentia! energy savings and/or potential maintenance savings, and/or of potential lifetime extension associated with the particular option being considered. If there is 3 A "major" piece of equipment (or system) can be any element of the work which uses energy or causes energy to be used and valued over $10,000. 040722 sm 0100275 22 potential to obtain LEED certification4, this shall also include a preliminary estimate of potential LEED "points". Wherever possible, the Consultant shall specify "sustainable" products or "sustainable procedures". These sustainable products may be defined (and/or !ocated) as follows: !.Sustainable products are generally made from recycled or reused ma<eria!s. Consultant should make every effort, in specifying ANY and ALL materials on this project to check the materials source and to specifically specify those made from recycled or reused materials. 2.Sustainable procedures generally involve specifications which encourage/require contractor to reuse materials from the demolition products of construction and/or to recycle the materials from the demolition products of construction. 3.Consultant shall refer to the GreenSpec Directory, published by Building Green, Inc. Brattleboro, Vt. (BuildingGreen.com). This reference is one of the most widely used, and breaks out green products into six main categories: a.Products that are made with salvaged, recycled or ag~±bul~u~± waste content. b.Products that conserve natural resources. c.r~ouu~ts that avoid toxic or other emissions. d.Products that reduce environmental impacts during construction, demolition or r~nova<zon. 4 Through 2003, LEED certification is for new buildings, or existing buildings undergoing major renovations. In early 2004 LEED certification will be available for retrofits. Contact the US Green Building Council for most recent checklists. 040722 sm 0100275 23 e o Products that save energy or water; fo Products manufactured locally. Sustainable systems are generally systems that are: ii. iii. iv. Able to. be maintained; and Flexible in their design (i.e. easily able to accommodate varying user needs); Energy efficient in their, design; and Benign to the environment As such, the consultant shall include, as a part of the preliminary and final design, a descriRtion of work that discusses the "sustainability" of the selected systems. Consultant shall include in the design a control system for the mechanical equipment that can be connected to the Tridium system at City Hall. The computer hub for the Tridium system at Cubberley is !ocated in Building I. Communication wires shall run from the new controllers to the computer hub in Building I.. Consultant shall provide conceptual (30%) drawings for Project Manager review and approval, and attend a meeting at the 30% design completion stage. Consultant shall also issue a basis of design at the 30% stage, which discusses energy-effi~iency/sustainability issues and options. This includes a definition of the project, equipment or system "baseline" associated with the particular energy-efficiency!sustainability option(s)s identified. Consultant shall provide a preliminary engineer’s estimate oft~_ne construction contract cost for Project Manager’s review and approval at the 30% design stage. 5 These can include equipment/system lifetime, energy use, maintenance savings, emissions reductions, system flexibility or other life-cycle-type improvements 040722 sm 0100275 24 Estimate shall consider work being carried out during "off" hours. Cost estimates shal! also be provided for efficiency/sustainability options discussed in the basis of design. The cost estimates for these options shal! identify the incremental cost increase over the non-sustainable "base" cost. Consultant shall design improvements to conform to all applicable codes, laws and regulations including the Uniform Building, Mechanical, Plumbing, Electrical and Fire Codes. C.Final Design Do Consultant shall provide progress drawings for Project Manager review and approval, and attend meetings with the City at 60% and 90% design completion stage. Consultant shall furnish drawings and technical specifications to staff for review and approval at the final design completion stage, and for fina! review and signing at the bid set design stage. Fina! drawings shall be suitable for review by the Building inspection Division and for signing by the City. Fina! specifications shall include specific sub-sections, which define commissioning requirements, sus<ainable products, and sustainable procedures during construction. Final drawings shall be accompanied by a final cost estimate, which compares to the City’s budget and which also describes the incremental costs associated with sustainable upgrades. Consultant shall work with the Project Manager to deve!op a preliminary schedule for the work that minimizes downtime and disruption of occupants and wil! be signed off by the Project Manager. Con.sultant shall assist Project Manager to obtain a ~7 ~bu_~d~g ~ ~a== the necessary drawings and calculations and working with the Planning Department, Building inspection Division, as required. Bidding Period Consultant shall attend a pre-bid conference for interested contractor personne!. 040722 sm 0100275 25 m o Consultant shall assist Project Manager in responding to technica! questions from prospective bidders during the bid period and prepare addenda as necessary. Construction Administration The Consultant shall provide construction administration phase services commencing from the award of the construction contract. Consultant shall attend a pre-construction meeting° Consultant shall attend bi-weekly construction meetings and shall keep meeting minutes. Consultant shall keep project records including an RFI log, submittal review, and response to clarification requests. Consultant shal! provide current copies to the Project Manager. RFI’s are to be responded to by the Consultant within five working days to the Contractor and Project Manager. Consultant shall provide construction inspection adequate to deve!op interim and final punch list development and project acceptance. Consultant shall also provide commissioning services (i.e. oversight compatible with the commissioning requirements of the specifications). Upon notification of construction substantia! completion, each consulting trade shall inspect and commission the installed equipment and systems in order to verify systems and equipment installation to the requirements of the drawings and specifications. i.The inspection shall be ~ollowed by issuance of a "punch list" which identifies specific items which do not meet the intent and/or requirements of the project plans and specifications, it is the responsibility of the consultant to review and to recommend approva! of the completed punch list prior to authorization for final payment to the contractor. 2.Equipment and system commissioning generally refers to observance of actual system operation relative to meeting the requirements of the plans and specifications. Commissioning also includes 0~0722 sm 0100275 26 observance of "other", secondary "systems" such as window or building envelope systems, which are affected by, or work in conjunction with, the primary, energy using systems. 3.Equipment and system commissioning can include formal efforts as defined by ASHRAE Guideline 1- 1996. As a minimum, commissioning of the operational project shall includei Verification that the design intent is achieved. b o C ¯ do e o fo Equipment and systems are installed as per plans and specifications with respect to quality, quantity, efficiency, operational reliability, and sustainability. Equipment and systems are able to be maintained in accordance with manufacturers recommendations. Control systems that provide automatic scheduling, staging, and environmental control operate reliably and efficiently. Verification that system balancing is completed adequately. Modifications to the design have been documented and achieved. 040722 srn 0100275 g°Start-up reports are completed, documented and in conformance with manufacturers requirements. ho Testing is completed and documented and meets the requirements. List of any items that effect the performance of the system that require modification. At project completion, contractor will provide "as- built" information for the Consul<ant to prepare final record drawings. Record drawings shal! be provided in 27 AutoCAD format on a CD (two copies), as well as one set of reproducible drawings. FINAL DRAWINGS AND SPECIFICATIONS io Project Drawings and Specifications Consultant shall submit three (3) sets of project development drawings and specifications during the conceptual and con’struction documents phase. Upon completion of the fina! design the Consultant will submit two (2) hard copies of specifications and calculations, one (i) copy of the electronic version (using MS Word format) of the specifications on a compact disk, four (4) sets of drawings for Facilities use, complete set of drawing on compact disk in AutoCAD R2004, and two (2) wet stamped drawings to the City Building Division. Specifications will include Division Zero (AIA format not acceptable) and Division i provided by Consultant. Only applicable information shal! be included in the Specifications. Drawing shall be on a 36’’ x 48" sheet size with a scale of 1/4" : i’ B. Record Drawings Upon completion of the project, and after acceptance by the City, the Consultant shall submit to the City one (i) complete set of reproducible Mylar record drawings reflecting all as-built conditions as provided by the General Contractor. A complete set of record drawings shall also be submitted ro the Project Manager on CD in AutoCAD R2004. ~V. PROJECT -ADMINISTRATION Chok Chokkalingam, Project Manager, will be the point of contact throughout the project. All queszions, correspondence and invoices wil! be addressed to the Project Manager at City of Palo Alto, Facilities Management Division, P.O. Box 10250, Palo Alto, CA, 94303, phone (650) 496-6939, fax (650)496-5938. V. TIME OF COMPLETION The Consultant shall complete all design stage services within 120 calendar days after issuance of the Notice to Proceed. This time frame shall include allCl,_y’~ Reviews. Allow_ one week for each City review period during project deve!opment. Construction Administration services phase will be scheduled 040722 srn 0100275 28 upon award of the construction pha~e of the project. Vl. INFORMATION TO BE PROVIDED BY THE CITY The City will provide the Consultant with copies of all applicable record drawings available for the referenced buildings at the Cubberley Community Center site. The City will provide some of the building drawings in CAD format. The City will provide a copy of "Limited asbestos-containing materia! and lead based paint survey report" prepared by Winzler and Kelley Consulting Engineers dated October 22, 2001. END OF SECTION 040722 srn 0100275 29 ADDITIONAL SERVICES RATE SCHEDULE -2004 The following rates shall apply to authorized Additional Services to be performed on a time and materials basis. PERSONNEL HOURLY PATES Principal Engineer/Architect ..........S145 Project Manager .......................$125 Project/Senior Engineer/Architect .....$!i0 Engineer/Architect ....................$ 99 Designer .....................$89 CADD Operator ................$78 Construction Administrator...S93 Word Processor/Clerical ...... $57 These rates apply to regular time and travel time in the continental United States. A maximum travel time of eight hours will be charged in any day. Overtime, if required in the interest of the project, will be charged at the above rates for professional personnel and at 1.5 times the above rates for other personnel. Overtime will apply to time in excess of eight hours per weekday and all time on Saturdays, Sundays, and holidays, in the event, of adverse weather conditions or other factors beyond our control, a standby charge of four hours per weekday will be made for field personne!. Reimbursable expenses are in addition to personne! rates.Reimbursables willbe billed at cost except as noted below. MISCELLANEOUS CHARGES Passenger Car .........t0 a0/mile with minimum of .$20/dav Truck ..................................$0.50/mile with minimum of ............S50/dayPiotting(e:<cept for in-house use) ..........$i.50/Sheet Photo Copy ................S0.08/page 040722 sm 0100275 3O EXHIBIT ~C" ACORD= PRODUCER 1-949-729-0777 professional Practice ~nsurance Br~ke~s, Inc. 2244 West Coast Highway suits 200 Newport Beach, °CA 92663 CERTIFICATE OF LIABILITY INSURANCE I07/23/0,OATE’M’ D0"Y’ THIS CERTIFICATE IS ISSUED AS A MA’I-FER OF INFORMATION ONLY AND CONFERS NO RIGHTSUPON THE CERTIFICATEHOLDER. THIS CERTIFICATE DOESNOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDEDBY THE POLICIES BELOW, INSUREDTMA~, Inc., TMAD Engineers, Inc., Taylor & Gaines, JoL. Hengstler & Mathaudu TY~tD Engineers 2940 Inland Empire Blvd., Suite 120 Ontario, CA 91764 COVERAGES INSURERS AFFORDINGCOVERAGE INSURER A: FIDELITY A~TD GUARANTY INSURANCE UNDERWRITERS INSURER S: FIDELITY & GUAR~J~Y INSURANCE UNDERWRITER~ INSURER C: ST. PAUL FIP~E & 5LIRI~TE INSURANCE C05[PA~Y INSURER D: Illinois Union Insurance Company INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCHPOLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR tLTR TYPE OF INSURANCE A GENERAL LiASIU’r’~’ ~M’MEROtAL GENERAL LIABILITY CLAIMS MADE [~ OCCUR GEN’L AGGREGATE LIMIT APPLIES PER:-q POL,CY qLOC B AUTOMOBILE LIABILITY ~X----~ ANY AUTO -- ALL OWNED AUTOS! SCHEDULED AUTOS ~HIRED AUTOS :~NON-OWNED AUTOS GARAGE UABILITY~ANY AUTO EXCESS lIABILITY ~ OCCUR [-~ CLAIMS MADE ~DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY OTHER Professional Liability POLICY NUMBER =BK01511269 IBA01784469 BK0151!269 WVA8007954 EONG2!65591000! POLICY EFFECTIVE POLICY EXPIRATIONDATE tMM/DDfYyI DATE tMMJDDp(y’ 08/01/03 08/01/04 03127/04 08/01/03 05/01/04 03/27/05 08/01/04 05101/05 02/28/04 02/28/05 LIMITS EACH OCCURRENCE FIRE DAMAGE(Anyonefi~) MED EXP(Anycns#e~on) PERSONAL&ADVINJURY GENERALAGGREGATE PRODUCTS-COM~OP AGG !S1,000,000 $ 1,000,000 $10,000 $1,000,000 $2,000,000 $2,000,000 COMBINED SINGLE LIMIT(Ea accident) BODILY INJURY(Per person) BODILY INJURY(Per accident) PROPERTY DAMAGE(Per accident) AUTO ONLY - EA ACCIDENT OTHER THAN EA ACC AUTO ONLY;AGG EACH OCCURRENCE AGGREGATE $ 1,000,000 :$ $ $ $ s5,000,0o0 $ 5,000,000 $ $ X WC STATU- !OTH.TORY L MITS ER E.L EACH ACCIDENT $ 1,000,000 E.I_ DISEASE - EA EMPLOYEE~ $ 1,000,000 E.L DISEASE - POLICY LIMIT I $ 1, 000,000 Per Claim/Ann Agg 2,000,000 DE~R~PT~N~F~PERAT~NS~L~CAT~NSHEH~LE~EXCLUS~NSADDEDBYEND~RSEMEN~SPE~ALPR~V~SI~NS ALL OPERATIONS. CERTIFICATE HOLDER IS ~AMED AS ADD~TIO~.&L. ~SUP.ED PER E~.q)T. AT~=~D. C~TY, ITS COUNCIL ~.~3ERS, OF£1CERS, AGEZ~TS, ~ R#IPLO.VEES. CERTIFICATE HOLDER t ~ J ADDITIONAL INSURED: INSURER LETt’ER: A CANCELLATION C~TY OF P~-LO ALTO PURCHASING A~D CONTRACT AD~INISTRAT~OMP.O. BOX 10250 PALO ALTO,, CA 94303 ACORD 25-S (~9~ s~a-&naz-~n 1993920 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ~MAIL 30--. DAYS WRITTEN NOTICE TO THE CERTIRCATE HOLDER NAMED TO THE LEFT, ~’~O SHALL R AUTHORIZED REPRESENTATIVE ~ ~ ACORD CORPORATION 1988 Powered BY oertificatesNowTM LIABILITY COVERAGE ENHANCEMENT ARCHITECTS AND ENGINEERS ENDORSEMENT Page 1 of 2 ~ Name Insured: ~a~, Inc., TMAD Engineers, Inc., [ Policy No: BK01511269 Additional Insured: CITY, ITS COUNCIL 14~MBERS, OFFICERS, AGENTS, AND EMPLOYEES Tr~s ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LIABILITY COVERAGE PART 1.The following replaces the final paragraph of SECTION II. WHO IS AN INSURED, 1.: However, no person or organization is an insured With respect to the conduct of any current or past partnership, joint venture, limited liability company or trust that is not shown as a Named Insured in the Liability Coverage Part Declarations. This provision does not apply to you, for your participation in any past or present ’‘unnamed joint venture," or if that person or organization is otherwise an insured under Paragraph 2. below. 2.The following is added to SECTION II. WHO Is AN INStrRED, 2.: Person Or Organization Required By Written Contract (3) "Bodily injury," "property damage," "personal injury" or "advertising injury" for which such person or organization has assumed liability in a contract or agreement, except for liability for damages that such person or organization would have in the absence of the contract or agreement; "Property damage" to: (a) Property owned, used or occupied by, or loaned or rented to, such person or organization; (b)Property over which such person or organization is for any purpose exercising physical control; or Any person or organization that you agree to add as an insured under this Liability Coverage Part in a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property damage" occurs or the offense that causes the "personal injury" or "advertising injury" is first committed, but only with respect to that person’s or organization’s liability arising out of "your work" for that person or organization. (e)"Your work" performed for the insured; or "Bodily injury," "property damage," "personal injury" or "advertising injury" arising out of any architect’s, engineer’s or surveyor’s rendering of, or failure to render, any "professional service," when such person or organization is an architect, engineer or surveyor. However, such person or organization is not an insured with respect to any: (1) "Bodily injury," "property. damage,’Y "personal injury" or "advertising injury" that does not arise out of: 3.The following is added to SECTION II. WHO IS AN INSURED: "Unnamed Joint Venture" (a) Your negligence; or (b)The negligence of another person or organization for whom you are liable; You are an insured for your participation in any past or present "unnamed joint venture." However, you are not an insured if the "unnamed joint venture" has: a.Direct employees; or b.Owns, rents, or leases any real or personal property. No other member or partner, or their spouses, of any past or present "unnamed joint venture" is an insured. St. Paul Form CI.]BF 26 09 09 03 4.The following replaces SECTION IH. LIMITS OF LIABILITY, 2. b.: b.Will apply separately to the sum of all: (1)Damages because of"bodily injury" and "property damage," under SECTION I. COVERAGE, A. Liability above; and (2)Medical payments for "bodily injury," under SECTION I. COVERAGE, B. Medical Payments Page 2 of 2 above; arising out of each location listed in the Schedule of Premises or each of "your projects;" and However, we waive any right of recovery and proceeds we may have against any person or organization that is added as an additional insured under the paragraph Person Or Organization Required By Written Contract of SECTION II. WHO IS AN INSURED, 2.: The following replaces SECTION IV. CONDITIONS, 5. "Other Insurance," a. Primary Insurance, (2): (a)Paragraph h. Certain Additional Insureds By Contract or Agreement; or (b)Persons Or Organizations Required By Written Contract; ao bo c° Because of payments we make for "bodily injury," "property damage," "personal injury" or "advertising injury" arising out of "your work" in ongoing operations or included in the "products-completed operations hazard"; and Performed under a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property damage" occurs or the offense that causes the "personal injury" or "advertising injury" is committed; and You specifically agree in such written contract or agreement to waive those rights of recovery and proceeds for "such person or organization. if you specifically agree, in that written contract or agreement, that this insurance must be primary to, and non-contributory with, such "other insurance." This insurance will then be applied as primary insurance for damages for "bodily injury," "property damage," "personal injury" or "advertising injury" to which this insurance applies and that are incurred by such person or organization, and we will not share those damages with such "other insurance." The following is added to SECTION IV. CONDITIONS, 5. "Other Insurance," b. Excess Insurance: The following are added to SECTION V. DEFINITIONS. "Unnamed joint venture" means any joint venture in which you are a member or parmer where: ao Each and every one of your co-ventures in that joint venture is an architectural, engineering or surveying firm; and That joint venture is not named in the Liability Coverage Part Declarations. This insurance is excess over an "other insurance" whether primary, excess, contingent or on any other basis that is available to you for your participation in any past or present "unnamed joint venture." "Your premises" means any premises, site, or location owned or occupied by, or rented to, you. "Your project:" (2)However, this insurance will be considered primary to, and non-contributory with, "other insurance" issued directly to a person or organization added as an addition insured under SECTION II. WHO IS AN INSURED, 2.: The following is added to SECTION IV. CONDITIONS, 8. Transfer Of Rights Of Recovery And Proceeds Against Others To Us: Means any premises, site or location at, on, or in which "your work" is not yet completed; and Does not include ’’your premises" or an2,’ location listed in the Schedule of Premises. J~’OTICE’ OF CANCE’LLATION: If we cancel this policy for any reason other than non-payment of premium, we will mail written notice at least 30 days before the effective date of cancellation to the Additional Insureds on file with the company. If we cancel this policy for non-payment of premium, we will mail written notice at least 10 days before the effective date of cancellation to the Additional insureds on file with the company. St, Paul Form CL/BF 26 09 09 03 CERTIFICATION OF NONDISCRIMINATION EXHIBIT ~D" SECTION 410 PROJECT;DESIGN SERVICES .FOR CUBBERLEY MECHANICAL AND ELECTRICAL UPGRADES Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State, and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Signature(s) must be the same signature(s) as will appear on Contract: Firm: Signature: Name: Signature: Name: Note: (PRINT OR TYPE NAME) (PRINT OR TyPE NAME) The City of Palo Alto, pursuant to California Corporations Code Section 313 requires two corporate officers to .execute contracts. *The signature of First Officer* must be one of the following: Chairman of the Board; President;; or Vice President. **The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer, or Assistant Treasurer. (In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) CITY OF PAL.O ALTO RFP 105780 PAGE 1 OF 1