HomeMy WebLinkAbout2003-06-23 City Council (14). i’i City of Palo Alto
TO:H~~B~ ~T~ couNcIL
FROM:CITY MANAGER DEPARTMENT: PUBLIC WO~S
DATE:
SUBJECT:
JUNE 23, 2003 CMR:327:03
APPROVAL OF CONTRACT WITH RAINES, MELTON, &
CARELLA, INC.IN THE AMOUNT. OF $300,000 FOR THE
PREPARATION OF AWATER RECYCLING FACILITY PLAN
FOR THE SOUTHERNREGION (MOUNTAIN VIEW-MOFFETT)
OF THE REGIONAL WATER QUALITY CONTROL PLANT
SERVICE AREA - A PROJECT 50% FUNDED BY THE STATE OF
CALIFORNIA
RECOMMENDATION
Staff recommends that Council:
o
Approve and authorize the Mayor to execute the attached contract with Raines,
Melton, & Carella, Inc. in the amount of $300,000 for the preparation of a Water
Recycling Facility Plan for the southern region (Mountain View-Moffett) of the
Regional Water Quality Control Plant (RWQCP) service area.
Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with Raines, Melton, & Carella, Inc. for related,
additional but unforeseen work, which may develop during the project, the total
value of which shall not exceed $30,000.
BACKGROUND
The RWQCP wastewater discharge permit requires that the plant maintain its reclaimed
water facility and reclaimed water delivery to several existing reuse sites, including the
Shoreline golf links at Mountain View. However. the existing reclaimed water pipeline
to Shoreline has deteriorated beyond repair and must be replaced in order to maintain
service. The RWQCP needs to perform a study to investigate an environmentally sound
project to replace the broken pipe because the existing pipe lies in an environmentally
sensitive marshland. The replacement pipe will be up-sized in anticipation of future
reuse opportunities in Mountain View and Moffett Field. The potential additional reuse
qualifies the RWQCP to apply for State funding.
Council adopted a resolution and authorized staff to file an application for a State gant in
the amount of $150.000 for funding 50% of the Mountain View-Moffett water recycling
CMR:327:03 Page 1 of 3
Summary of Bid Process
Bid Name Soil Filter and Piping Project
Proposed Len~h of Project 8 months
Number of Bids Mailed to Contractors 5
Number of Bids Mailed to Builder’s Not applicable (specialty project)
Exchanges
Total Days to Respond to Bid I 29
Pre-Bid Meeting?I Yes
Number of Company Attendees at Pre-Bid 4
Meeting
Number of Bids Received:3 (two valid, one withdrawn)
Bid Price Range $323,700 to $337,500
A notice inviting formal bids for the Soil Filter and Piping Project was sent on May 13.
2003 to five contractors and posted at City Hall. The bidding period was 29 days. A
mandatory pre-bid meeting was held on May 27, 2003. Four bidders attended the
meeting. Bids were received from three qualified contractors on time on June 10, 2003
as listed in the bid summary (Attachment B). Contractors not responding indicated that
they did not submit a bid because subcontractors they needed would make their bid price
uncompetitive.
Bids received ranged from $323,700 to $337,500. One bidder withdrew its bid due to
clerical error. Staff has reviewed all bids submitted and recommends that the bid of
$323.700 submitted by Power Engineering Contractors, Inc. be accepted and that Power
Engineering Contractors, Inc. be declared the lowest responsible bidder. The bid is 0.6
percent below staffs estimate of $325,797. The change order amount of $32,370 (which
equals 10 percent of the total contract) is requested to resolve unforeseen problems and/or
conflicts that may arise during the construction period.
Staff checked references supplied by the contractor for previous work performed and
found no significant complaints. Staff also checked with the Contractor’s State License
Board and found that the contractor has an active license on file.
RESOURCE IMPACT
Funds for the Soil Filter and Piping Project have been appropriated under the FY 2002-
2003 Wastewater Treatment CIP project #802 !.
POLICY IMPLICATIONS
Recommendations of this staff report are consistent with existing City policies.
CMR:331:03 Page 2 of 3
This project will result in a desig-n and construction project. The subsequent design-
construct project is included on the State funding priority list. Other funding sources are
also being pursued. The construction of the project may not go forward if the RWQCP is
unable to secure outside funding.
POLICY IMPLICATIONS
The recommendation of this staff report is consistent with City policies.
ENVIRONMENTAL REVIEW
Council has approved the Environmental Impact Report of the RWQCP reclamation
progam in 1998. Additional environmental document will be prepared as part of this
project per the California Environmental Quality Act.
ATTACHMENTS
Attachment A: Contract
Attachment B: Consultant List
PREPARED BY:Daisy Stark, Senior Engineer RWQCP
William D.,~z_~Miks.~, ~ Manage, e.r//~ RWQCP ~~~
DEPARTMENT HEAD:_ ~ .- ’
GLENN S. ROBERTS
Director of Public Works
~EMILY--~ARRI S ON
Assistant City Manager
CMR:327:03 Page 3 of 3
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
RAINES, MELTON & CARELLA, INC.
FOR CONSULTING SERVICES
This Contract No.is entered into ,
by and between the CiTY OF PALO ALTO, a chartered city and a
municipa! corporation of <he State of California ("CITY"), and
__~-’~fornia corporation, !ocated~hiNES, MELTON & CARELLA, TT~C., a ~=±_
at 2290 North Firs< Street, Suite 204,San Jose,CA 95131
("CONSULTANT").
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 ("Deiiverab!es") (Services and De!iverab!es are,
collectively, the "Project"), as more fu!ly described in Exhibit
"A"; and
WHEREAS, CiTY desires to engage CONSULTANT, including its
employees, if any, in providing <he 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, including in accordance with the terms
and conditions of the State Water Resource Contro! Board Grant
Contract No. 02-719-550-0.
NOW, THEREFORE, in consideration of the. covenants, terms,
conditions, and provisions of this Contract, the parties agree:
SECTION !. TERM
!.! This Contract wil! commence on the date of its
execution by CITY, and will terminate upon the completion of the
Project, unless this Contract is earlier terminated by CITY. Upon
execution of this Agreement, CONSULTANT shal! prepare a schedule
detailing the critical path and time!!he for each task as described
in Exhibit "A" for acceptance by CITY. Upon acceptance of the
schedule, the CiTY shal! issue a notice to proceed to CONSULTANT
and CONSULTANT shal! commence work on the Project tasks in
accordance with the schedule and as described in Exhibit "A". Time
is of the essence of this Contract. !n 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
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the ~ime schedule for any period of time. This provision will not
preclude the recovery of damages for delay caused by CONSULTANT.
SECTION 2. SCOPE OF PROJECT; CI&hNGES & CORRECTIONS
2.1 The scope of Services and Deliverabies constituting
~’ ~ °-~oject wil! be per~_ormea, delivered or~n~ ._~("Basic Services"): -’
executed by CONSULTANT in accordance w_<n the schedule and the
requirements of Exhibit "A".
2.2 CiTY may order substantial changes in the scope or
character of the Project, 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 entitled to ful!
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
substantial changes will be determined in accordance with the
provisions of this Contract. CITY wiL! not be liable for the cost
or paly~ent of any change in work, unless the amount of additional
compensation attributable to the change in work is agreed to, in
writing, by C!TY before CONSULTANT com_mences the performance of any
such change in work.
2.3 Where the Project entails the drafting and
submission of Deiiverab!es, for example, construction plans,
drawings, and specifications, any and a!l errors, omissions, or
ambiguities in the De!iverab!es, which are discovered by CTTY
before invitations to bid on a construction project (for which the
De!iverab!es 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
De!iverab!es, which are discovered by CITY after the construction
contract is awarded by CITY, will be performed by CONSULTANT, as
follows: (a) at no cost to CITY insofar as those Services,
including the Basic Services or the Additional Services, as
described below, or both, 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 Services,
including the Basic Services or the Additiona! Services, or both,
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 Basic Services or the Additiona! Services, or both,
wil! contribute minor or substantial benefit to the construction
work.
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2
SECTION 3.
CONSULTANT
QUALIFICATIONS,STATUS,AND DUTIES OF
3.1 CONSULTANT represents and warrants that it has the
expertise and professional qualifications to furnish or cause <o be
furnished the Services and Deiiverab!es. CONSULTANT further
represents and warrants that the project director and every
individua!, 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 !aw to perform the Services, and that
the Project wii! be executed by them or under their supervision.
CONSULTANT wil! 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 emp!oyed as consultants.
3.2 in reliance on the representations and warranties
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 wil! assign TOM RiCI£hRDSON as the project
director to have supervisory responsibility for the performance,
progress, and execution of the Project and as the project
coordinator 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 :he
mroject manager.
3.4 CONSULTANT represents and warrants that it wi!l:
3.4.1 Procure al! permits and licenses, pay all
charges and fees, and give all notices which may be necessary and
incident to the due and lawfu! prosecution of the Project;
3.4.2 Keep itself fully informed of al! existing and
future Federal, State of California, and !oca! laws, ordinances,
regulations, orders, and decrees which may affect those engaged or
employed under this Contract and any materials used in CONSULTP_NT’s
performance of the Services;
3.4.3 At al! times observe and comply with, and cause
its emp!oyees and consultants, if any, who are assigned to the
performance of this Contract to observe and comply with, the laws,
ordinances, regulations, orders and decrees mentioned above; and
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3.4.4 Will report i~mediately to the project manager,
in writing, any discrepancy or inconsistency it discovers in the
!aws, ordinances, regulations, orders, and decrees mentioned above
in relation to the De!iverab!es.
3.5 Any Deliverables given to, or prepared or assembled
by, CONSULTANT or its consultants, if any, under this Contract wil!
become the property of CITY and wil! not be made available to any
individual or organization by CONSULTANT or its consultants, if
any, without the prior written approva! of the city manager.
3.6 CONSULTANT will provide CITY with twenty (20) copies
of any documents which are a part of the De!iverabies upon their
completion and acceptance by CITY.
3.7 if CiTY requests additional copies of any documents
which are a part of the De!iverab!es, CONSULTANT will provide such
additiona! copies and CITY will compensate CONSULTANT for its
duplicating costs.
3.8 CONSULTANT wil! be responsible for employing or
engaging al! persons necessary to execute the Project. All
consultants of CONSULTANT will be deemed <o be directly controlled
and supervised by CONSULTANT, which wil! be responsible for their
merformance, 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
employee 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 al! times be conside_~d independent
contractors and not agents or emp!oyees of CITY.
3.10 CONSULTANT will perform or obtain or cause to be
performed or obtained any and a!l of the following Additiona!
Services, not 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;
3.10.2 incurring travel and subsistence expenses for
CONSULTANT and its staff beyond those normally required under the
Basic Services;
3.10.3 Performing any other Additiona! Services that
may be agreed upon by the parties subsequent to the execution of
this Contract; and
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3.!0.~ Other ~.d@=tion== Services now or hereafter
d~cr!med in E~hib~t "~".__....... ~ to this Contract.
3.!! CONSULTANT wil! be responsible for employing
all consultants deemed necessary to assist CON:~ULTANT in the
performance of the Services. The appointment of ccnsu!tants must
be approved, in advance, by CITY, in writing, and must remain
acceptable to CiTY during the term of this ContracK.
SECTION 4. DUTIES OF CTTY
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 De!iverables and each phase of work performed by
CONSULTANT. CITY’s estimated time of review and approva! wil! be
furnished to CONSULTANT at the time of submission of each phase of
work. CONSULTANT acknowledges and understands that the
interre] ’ ~_a~e@ exchange o~ 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
hfailure to review and approve within r._e estimated time schedule
wil! not constitute a default under this Contract.
4.3 The city manager, wi~ represent CITY for all
purposes under this Contract. DAISY STARK is designated as the
project manager for the city manager. The project manager wi!l
supervise the performance, progress, and execution of the Projec:.
4.4 if CITY observes or otherwise becomes aware of any
default in the performance of CONSULTANT, C!TY wil! use reasonable
efforts to give written notice thereof to CONSULTANT in a timely
manner.
SECTION 5. COMPENSATION
5.1 CITY will compensate CONSULTANT for the following
services and work:
5.1.1 in consideration of the full performance of the
Basic Services, including any authorized rei_mbursab!e expenses,
CiTY wil! pay CONSULTANT a fee not to exceed Three Hundred Thousand
Dollars ($300,000). The amount of compensation will be calculated
in accordance with the schedule set forth in Exhibit "B", on a !mmp
sum per task basis, up to the maximum amount set forth in this
Section. The fees of the consultants, who have direct contractua!
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_- VTT~NT, will be approved, in advance bvrelationships with CONS~=_~ __, _
CITY. CITY reserves the right to refuse pa2~ent of such fees, if
such prior approva! is not obtained by CONSULTANT.
5.1.2 C!TY, through its project manager, may
..... dd!a2ona! Services in an amountauthorize COYISuL~NT to perform
not to exceed Thirty Thousand Dollars ($30,000). Prior to
commencing such Additional Services the parties will agree in
writing upon an estimated maximum cost for such Additional
Services. Compensation for Additional Services shall be made
based on the hourly rate schedule set forth in Exhibit "B" or on a
!,amp s~m ma~!s The rate schedule may be updated bv CONSULT~iqT only
once each ca_enaar year, ana the rate schedules will not become
effective for purposes of this Contract, unless and unti!
CONSULTANT gives CiTY thirty (30) days’ prior written notice of the
effective date of any revised rate schedule.
5.1.3 CONSULTANT wil! not be paid for extra work or
changes, including, without limitation, any design work or change
order preparation, which is made necessary on account of
CONSULTANT’s errors, omissions, or oversights.
5.2 The schedule of pa_vTnents wil! be made as follows:
5.2.1 Pa~ent for 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
or within thirty (30) days of submission, in triplicate, of such
requests if a schedule of payment is not specified. CITY wil! make
fina! payment after CONSULTANT has submitted al! Deliverab!es,
including, without limitation, reports which have been approved by
the project manager.
5.2.2 Pa2~ent for properly authorized Additional
Services will be made in mon<h!y 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 !i@uidated damages, or other
sums withheld by CiTY {tom 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 Additional 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
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to CiTY for auditing purposes at mu<uai!y convenient times during
the term of this Contract and for three (3) years following the
expiration or earlier termination of this Contract.
6.2 The originals of the De!iverab!es prepared by or
under the direction of CONSULTANT in the performance of this
Contract will become the property of CiTY irrespective of whether
the Project is completed upon CITY’s payment of the amounts
requAred to be paid to CONSULTANT. These originals will be
delivered to CITY without additiona! compensation. CITY will have
the right to utilize any fina! and incomplete drawings, estimates,
specifications, and any other documents prepared hereunder by
CONSULTANT, but CONSULTANT disclaims any responsibility or
liability for any alterations or modifications of such documents.
SECTION 7. INDEMNITY
7.1 CONSULTanT agrees to protect, indemnify, defend and
hold harmless CITY, its Counci! mes~ers, officers, emp!oyees and
agents, from any and al! demands, claims, or liability of any
nature, including death or injury to any person, property damage or
any other !ors, caused by or arising out of CONSULTANT’s, its
officers’, agents’, consultants’ or employees’ negligent acts,
errors, or omissions, or willfu! 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 that 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 pa~ent, partial pa}~ent, 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. INSU~rhNCE
9.1 CONSULTANT, at its so!e cost and expense, will
obtain and maintain, in full force and effect during the term of
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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, employer’s liability
and professional liability insurance, naming CiTY as an additiona!
insured concerning CONSULTANT’s performance under this Contract.
9.2 Al! insurance coverage required hereunder wil! be
provided through carriers with Best’s Key Rating Guide ratings of
A:VII or higher which are a6mitted to transact insurance business
in the State of California. Any and al! consultants of CONSULT~T
retained to perform Services under this Contract wil! obtain and
maintain, in full force and effect during the term of this
Contract, identica! insurance coverage, naming CiTY as an
additiona! insured under such pol!c~es as required above.
9.3 Certificates of such insurance, preferably on the
forms provided by CITY, wil! be filed with C!TY concurrently with
the execution of this Contract. The certificates will be subject
to the approva! of CITY’s risk manager and wil! contain an
endorsement stating that the insurance is primary coverage and wil!
not be canceled or altered by the insurer except after filing with
the CITY’s city clerk thirty (30) days’ prior written notice of
such cancellation or alteration, and that the City of Pa!o Alto is
named as an additional insured except in policies of workers’
compensation, emp!oyer’s liability, and professional liability
insurance. Current certificates of such insurance wil! be kept on
{~]e 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 wil! not be construed to limit CONSULTANT’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. Notwithstanding the policy or policies of insurance,
CONSULTANT wil! be obligated for the ful! and total 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 !0. WORKERS’ COMPENSATION
!0.I CONSULTANT by executing this Con<_=cL, cerz~r~_es
that it is aware of the provisions of the Labor Code of the State
o{ California which require every employer to be insured against
]-~abi!itv for workers commensation or to unde_Lake self-insurance
in accordance with the provisions of that Code, and certifies that
it will comply with such provisions, as applicable, before
commencing the performance of the Project.
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SECTION i!.TERMINATION OR SUSPENSION OF CONT~hCT OR
!i.i The city manager may suspend the execution of the
Project, in whole or in part, or terminate this Contract, with or
wighout cause, by giving thirty (30) days’ prior written notice
thereof to CONSULTANT, or i~mediate!y after submission to C!TY 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
substantia! failure of performance by CITY or in the event C!TY
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 wil! be compensated for the Basic Services and
Additional Services performed and De!iverabies received and
___wr_Lren notice from CTTY of sucham~roved prior to receipt of --i~- -
suspension or abandonment together wiu~. 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 wil! be subject to renegotiation and, if
necessary, approval 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 i~mediate~ene~=~~ ::~ 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 wil! receive compensation as fol!ows:
!!.4.1 For approved items of services, CONSULTP2qT will
be commensated_for_ each item of service fully performed in ’-h
amounts authorized under this Con~_ac~
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 tota! 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 that item of service.
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11.4.3 The total compensation payable under the
preceding paragraphs of this Section wil! not exceed the pay~Lent
specified under Section 5 for the respective items of service to be
furnished by CONSULTANT.
= _SUC~ ....17.5 Upon ~ suspension or termination, CONSULT~iqT will
deliver to the city manager i~mediate!y any and al! copies of the
De!iverab!es, whether or not completed, prepared by CONSULTANT or
itsconsu_l~an~cs, ..... if anv,_ or ~iven~ to CONSULTanT or ~s=~ consultants,
if any, in connection with this Contract. Such materials will
become the propertv 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 Contract.
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 wil! 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 Al! notices hereunder will be given, in writing,
and maA_e@, postage ~re~aid, by certified mail addressed as
fol!ows-
TO CTmy Office of the City Clerk
City of Pa!o Alto
Post Office Box 10250
Pa!o Alto, CA 94303
To" RWQCP:Attn: Daisy Stark
RWQCP
2501 Embarcadero Way
Palo Alto, Ca 94303
To CONSULTANT: Attention: Tom Richardson
KAINES, MELTON & CARELLA, INC.
2290 North First Street, Suite 204
San Jose, CA 95131
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i0
SECTION 14.CONFLICT OF INTEREST
14.1 in accepting this Contract, CONSULTANT covenants
that it presently has no interest, and wil! not acquire any
interest, direct or indirect, financia! 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 e~mioy contractors or
persons having such an interest mentioned above. CONSULTANT
certifies that no one who has or will have any financia! interest
under this Contract is an officer or employee of CITY; this
provision wil! be interpreted in accordance with the applicable
provisions of <he Pa!o Alto Municipa! Code and the Government Code
of the State of California.
SECTION 15. NONDISCRIMINATION
15.1 As set forth in the Pa!o Alto Municipal Code, no
discrimination will be made in the emp!o~ent of persons under this
Contract because of the age, race, color, nationa! origin,
ancestry, religion, disability, sexua! preference or gender of such
person, if the value of this Contract is, or may be, five thousand
dollars ($5,000) or more, CONSULTANT agrees to meet al!
requirements of the Pa!o Alto Municipal Code pertaining to
nondiscrimination in empio~ent, 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 substantially
as follows:
"[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
prevailing wages and nondiscrimination in
emp!oyment; and that [Name of Provider] wil!
not discriminate in the employment of any
person under this contract because of the age,
race, co!or, nationa! 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
Empioy~ment Practices Act or similar provisions of .Federal !aw or
executive order in the performance of this Contract, it wil! be in
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default of ~h~s~___ Cont~pt:=_~ .... Thereupon,_ CiTY w~]] ..... have the power to
cancel or suspend this Contract, in whole or in mart, or to deduct
the sum of twenty-five do!lars ($25) for each person for each
calendar day during which such person was subjected to
discrimination, as damages for breach of contract, or both. On!y a
finding of the State of California Fair Employment Practices
Co,mission or the equivalent federal agency or officer wi!!
constitute evidence or a m_each o~ this Contract.
SECTION 16.MISCELLANEOUS PROVISIONS
16.1 CONSULTANT represents and warrants that it has
knowledge of the requirements of the federal kmericans 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. CONSULTANT wi!l
comply with or ensure by its advice that compliance with such
provisions will be effected pursuant to the terms of this Contract.
16.2 Upon the agreement of the marties, any controversy
or claim arising out of or relating to this Contract may be settled
by arbitration in accordance with the Rules of the ~_merican
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 !aws of the
State of Ca±~orn_~, excluding ~s conflicts of law
16.4 in the event that an action is brought, t-he parties
agree that tria! of such action will be vested exclusively in the
state 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 al! prior negotiations,
representations, and contracts, either written or ora!. 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.
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12
16.8 The covenants, terms, conditions and provisions of
this Contract will a~m!v to, and wi!l bind, the heirs, successors,
executors, a~ministrators, 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 amendmLent thereto is
void or unenforceable, the unaffected provisions of this Contract
and any amendments thereto wil! remain in ful! force and effect.
]6 ]0 ~]] exnzm_rs rere ....d to in this Contract and any
addenda, appendices, artaci<ments, 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.
16.11 This Contract may be executed in any number of
counterparts, each of which will be an origina!, but a!! of which
together wil! constitute one and the same instrument.
16.12 This Contract is subject to the fiscal provisions
of the Charter of the City of Pa!o A!to and the Pa!o Alto Municipal
Code. This Contract wil! terminate without any penalty (a) at the
end of any fiscal year in the event that funds are not appropriated
for the fol!owing fiscal year, or (b) at any time within a fiscal
year in the event that funds are on!y appropriated for a portion of
the fisca! year and funds for this Contract are no !onger
available. This Section 16.12 will take precedence in the event of
a conflict with any other covenant, term, condition, or provision
of this Contract.
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IN WITNESS WHEREOF, the ~arties hereto have by their duly
auZhorized representatives executed this Contract on the date firs<
above written.
~TTEST:CITY OF PALO ALTO
City Clerk Mayor
:_~ROv=D AS TO ~ORH.
Assistant City Attorney
APPROVED:
~sistant City Manager
~hZNES, MELTON & ...... ==~,
iNC., a corporation
Title:
Dz:=cuo: or Adm!n2strative
Services
Director of Public Works
Name:
Title:
insurance Review Taxmayer identification No.
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "D":
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
in the a!ternarive, a certified corporate
resolution attesting to the signatory
authority of the __~ivzdu~_s sianing.in
their respective capacities is acceptable)
SCOPE OF PROJECT &TIME SCHEDULE
KATE SCHEDULE
INSUKANCE
NONDISCRIMINATION COMPLIANCE FOKM
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14
CERTIFICATE OF AC~OWLEDGMENT
(Civil Code ~ 1189)
STATE
SS.
~tar~ Rub!~c said County and State, personally appeared
me--or proved to me on the bases of sat±sfacfiory evidence to be the
person(s) whose name(s) is/are subscribed rio the within insfir,~menfi
and acknowledged to me that he/she/r~_ey executed the same in
his/her!their authorized capacity(lee), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand
ERR% BENNETT
Nota~ Public- Oalifornia Signatur~ of Notar_~ Public
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15
CERTIFICATE OF ACKNOWLEDG~IZNT
(Civi! Code § 1189
~ proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she!they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
before me, the undersigned, a
and State, personally appeared
WITNESS my hand and~)~_~ial
Signatu[e
a! o
of Notary Public
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16
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