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HomeMy WebLinkAbout2002-06-03 City Council (2)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE: SUBJECT: JUNE 3, 2002 CMR:263:02 APPROVAL OF CONTRACT WITH MDA ENGINEERING INC. IN THE AMOUNT OF. $77,500 FOR THE DESIGN AND CONSTRUCTION MANAGEMENT OF THE REGIONAL WATER QUALITY CONTROL PLANT OPERATIONS BUILDING HEATING, VENTILATION AND AIR CONDITIONING UPGRADE PROJECT 8 RECOMMENDATION Staff recommends that, Council: Approve and authorize the Mayor to execute the attached contract with MDA Engineering Inc. in the amount of $77,500 for the design and construction management of the Regional Water Quality Control Plant (RWQCP) Operations Building Heating, Ventilation and Air Conditioning Upgrade Project (HVAC) Upgrade Project. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with MDA Engineering.Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $7;500. DISCUSSION ’ Project Description This project will provide for the design and construction management to replace the HVAC system in the Operations Building at RWQCP. The existing system, installed in 1971, is maintenance-intensive, inefficient, and inadequate. A Planning study completed in December 2001 attributed the problems to the age of the system and the chahges in the uses of the building. Once primarily used for the operations function, the building now houses both an active laboratory and. an upgraded operations center. The high level of laboratory exhaust and computer heat has overburdened the original building design. A new design is needed to address the efficiency and capacity problems for a healthy environment, in addition to replacing the equipment. MDA Engineering performed the planning study that provided a clear design scope. During planning, complexities of equipment siting and design were discovered that substantiated the need for additional CMR:263:02 Page 1 of 3 consultant services during the design phase. Final design and construction services will be completed under this project. Selection Process Staff sent a request for proposals to four consulting firms on February 12, 2001. Firms were given 22 days to respond to the request. A total of two firms submitted proposals. Proposal fees for the planning, design, and construction services ranged from $73,750 to $92,000. The fees for planning-only services ranged from $9,775 to $18,750. All proposals stated that the fees for the final design and construction services would need to be refined upon the completion of the planning phase. Those firms not responding indicated that they did not submit a proposal because of other project commitments. A selection advisory committee consisting of four plant staff members reviewed the proposals; and two firms were invited to participatein oral interviews on April 4, 2001. The committee carefully reyiewed each firm’s qualifications and submittal in response to the RFP relative to the following criteria: approach and methodology, proposal quality, scope of services, relevant experience, personnel qualifications, and track record. MDA Engineering was selected to complete the planning phase. MDA Engineering knows the project requirements and project site. Its work products in the planning phase have been positive. MDA Engineering’s cost for final design and construction management is $77,500. Staff recommends that the contract for the final design and construction assistance be awarded to MDA Engineering. This project.was not selected for review by the Policy and Services Committee. RESOURCE IMPACT Funds for the Operations Building HVAC Upgrade project have been appropriated under the FY 2001-2002 Wastewater Treatment Capital Improvement Program (CIP) project #8021. This design project will lead to a future construction project. It is anticipated that the construction will cost approximately $526,000.Funding. for the construction is included in FY 2002-2003 C.IP project #8021. POLICY IMPLICATIONS Recommendations of this staff report are consistent with City poli.cies. ENVIRONMENTAL REVIEW This. project does not constitute a project under the California Environmental Quality Act. ATTACHMENTS Attachment A:Contract PREPARED BYi James Allen, Project Engineer RWQCP Daisy Stark, Senior Engineer RWQCP CMR:263:02 Page 2 of 3 DEPARTMENT HEAD:¯ GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL EMILY HARRISON Assistant City Manager CMR:263:02 Page 3 of 3 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND MDA ENGINEERING, INC. FOR OPERATIONS BUILDING HVAC UPGRADE PROJECT This Contract No.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 MDA ENGINEERING, Inc., a California Corporation, (Taxpayer Identification number 94-3053577) located at 799 Fletcher Lane, Suite 201, Hayward, CA 94544 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services relating to the Regional Water Quality Control Plant Operations BuiIding HVAC Upgrade project (~Services") and the preparation and delivery of, without limithtion, one or more sets of documentsi drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively,the "Project"), as more fully described in Exhibit ~A"; and WHEREAS, CITY desires to engage CONSULTANT, including its .~mployees, 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 consideration of the covenant~, terms, conditi0nsi and provisions of this Contract, the parties agree: SECTION I.TERM i.i This Contract will 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 the receipt of CITY, s notice to proceed, CONSULTANT will commencew0rk 0n the initial .and subsequent Project. tasks in accordance with the time schedule set. forth in Exhibit ~A". Time is of the essence ¯ of this Cohtract. 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. 0203141h0052993 SECTION 2.SC~PE OF PROJECT; CHANGES & CORRECTIONS 2.1 The.scope. of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under thephases of the Basic Services as described below. 2.2 CITYmay order, substantial changes in the scope or character of the Basic Services, the Deliverables, or 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 full compensati~ 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 will.not be liable for the cost or payment of any change in work, unless the amount of additional 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, a~d 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 ambiguitigs in the Deliverables, 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 Additional Services, or both, will add a direct and. substantial benefit to the construction work required of the construction contractor. The project manage9 in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. 020314 lh 0052993 SECTION 3.QUALIFICATIONS,STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents andwarrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certif°ied 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 emple~yed 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 will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign David Gat.eno, P.E. as the project director to have supervisory re@ponsibility for the performance, progress,, and execution of the Project. David Gateno, P.E.:will be assigned-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 the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all 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, and future Federal, State of California, and local 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 employees 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 020314 lh 0052993 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 Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and wiil not be made available to any individual or organization.by CONSULTANT or its consultants, if any, without the prior written approval of the city manage~. 3.6 CONSULTANT will provide CITY with the number of copies listed in Exhibit ~A" of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide suc~ additional copies and CITY will compensate CONSULTANT for its 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 will 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 employee or consultant will 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 following Additional 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 Additional Services that may be agreed upon by the parties subsequent tothe execution of this Contract; and 020314 lh 0052993 3.10.4 Other Additional Services described in Exhibit "A" to this Contract. now or hereafter 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 servlces 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 Deliverabies and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval 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 estimatedtime schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. James Allen is designated as the project manager for the city manager. The project manager will 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 will 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 reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Seventy-Seven Thousand and Five Hundred dollars ($77,500). The amount of compensation will be calculated in accordance with the hourly rate schedule set.forth in Exhibit "B", on a time and materiils basis, up to the maximum amount set forth in this Section. The fees ofthe consultants, who 020314 lh 0052993 have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such. fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the full performance of. Additional Services, the amount of compensation set forth in Exhibit ~B" will.not exceed Seven Thousand Five Hundred dollars ($7,500). The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and. until CONSULTANTgives CITY thirty (30) days’ prior written notice of the ,effective date of any revised rate schedule 5.1.3 The full payment of charges for extra work or changes] or both, in the execution~ of the Project will be made, provided such request-for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statemen[, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such.extra work or changes: ~ CONSULTANT will 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. ¯ 5.1.4 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, tothe 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 bemade 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 agreedupon by the parties, as set forth in Exhibit ~B",. or within thirty (30) days of submission, in triplicate, of .such r~quests if a schedule of payment is not specified. Final payment will be made by CITY after- CONSULTANT has submitted all 020314 lh 0052993 Deliverables, including, without limitation, reports which have 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 general contractors. SECTION 6. A~COUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expens@s incurred in connection ~ith 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 to CITY for auditing purposes at mutually convenient times during the termof this Contract and for three (3) years following the expiration orearlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT" in the performance of this Contract will become the property of CITY irrespective Df 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 additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any ~ther documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7. INDEMNITY 711 CONSULTANT agrees.to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees 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 lossi, 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 appIicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. 020314 lh 0052993 7 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, grdinance, or law or of any subsequent breach or violation of the same or of any othercovenant, 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 will operate as a waiveron the part of CITY of any of its rights under this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sol.e cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only coNSULTANT ahd its consultants, if any] but also, with the exception of workers’ compensation, employer’s-liability 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:VI! 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 an additional 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 s~ating that the insurance is primary coverage and will 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 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 will be kept on 020314 lh 0052993 8 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 limit 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 totalamount Df any damage, injury, or loss caused by or directl~ arising as a }esult ofthe 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 that it 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, before ¯ commencing the perf.ormance of the Project. PROJECT SECTION ii: TERMINATION OR SUSPENSION OF CONTRACT OR ii.i The city manager may Suspendthe 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) d~ys’ 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 withholdsor withdraws its request for the initiation or.continuation of Basic Servicedor 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, approval of CITY’s City Council. If this Contract is 020314 lh 0052993 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 his discretion. 11.4-In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is0 not in default, CONSULTANT will receive compensation as follows 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized inder this Contract. 11.4.2 For approved ~{ems of services ~n 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 se.rvice actually rendered bears to the servlces necessary for. the full performance, of that item of service. i~.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 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 sameor any part thereof without the .prior written consent of CITY. A consent to one assignment will not be i0 020314 lh 0052993 - , 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 will not be assignable by operation of law. SECTION 13. NOTICES 13.1 All notices hereunder will be given, in w[iting, and mailed, postage prepaid, by certified mail, addressed as follows: To.CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto; CA 94303 To CONSULTANT: Attention of the project director .at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or-degree-with the performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will 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 t.he.Palo Alto Municipal 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 Contgact,-because of the age, race, color, national origin, ancestry, religion, disability, sexual.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 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 substantially as follows: 020314 lh 0052993 11 "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance .with all Federal and State of California laws covering nondiscrimination in employment; and that [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 proyisions of the State of California Fair Employm.ent Practices Act or similar provisions of Federal law or executive order in the performance .~f 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 thesum 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, or 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 and warrants 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 d±sabled persons. CONSULTANT will comply with or ensure bY its advice that compliance with such provisions will be effected-pursuant to the terms of this Gontract. 16.2 Upon the 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 -American 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, excludi.ng its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively-in the state courts of California or in the United Stites District Court 020314 Ih 0052993 12 for t.he 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 oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of th~s Contract, whether covenants or conditions, will be deemed to be bothcovenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will 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 findsor 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 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. 16.11 This Contract may be executed in any number Of counterparts, each of which will be an original, but all."of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the Cityof Palo Alto and the Palo AltoMunicipal Code. This Contract will term±nate without any. penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer 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. 020314 lh 0052993 13 IN WITNESS WHEREOF, the parties hereto have by. their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM: City Attorney APPROVED: Assistant City Manager MDA ENGINEERING, INC. Director of Administrative SerVices Director of Public Works Insurance Review By: Name: Title: Taxpayer Identification No. 94-3053577 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 alternative, a certified, corporate resolutibn attesting to the., signatory authority of the individuals."signing in their respective capacities is acceptable) SCOPE OF PROJECT RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 020314 Ih 0052993 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) ) COUNTY OF.o._~). On ~ ,. 2002, before me, the undersigned, a N~tarv Public--in a~d~s~~nty and State, personally appeared _~j~o~ , personally known to me q.r proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are s.ub.s~ribed to [~e withi~i instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized.capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the¯ entity upon behalf of which the person(s) acted, executed ¯the instrument. WITNESS my hand and official seal.¯ PATRICIA A. KELLY COb;t,.1.# 1247465 .IC-CALIFORNIA A[At~EDA COUNTY ~OMM. EXP. JAN. 26, 2004 S of Notary Pub 020314 Ila 0052993 15 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) On ~°~", 2002, before me, the undersigned, a Nohary Public i~n-~-for said County and State, personally appeared , personally known to me or proved ~o 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/S~ie/they executed the same in his/her/their authorized capacity(ies), ahd that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed.the instrument. WITNESS my hand and ~1111111111111111111111111111111111111111111111111|111~ 8UZANNE H. SMITH COMM. NO, ~23o25o ~NOTARY PUBLIC - CALIF.~ORNIA ~.. ALAMEDA COUNTY~._._ey comm. expires A~g. 24 2 020314 lh 0052993 16 Exhibit-A Scope Of Services Operations Building HVAC Upgrade Background Information General The plant Operations Building has been in service since 1972. An HVAC upgrade project is needed due to insufficient historical HVACupgrades, room use changes, complex laboratory exhaust air requirements, and aging systems.. The Operations Building HVAC Upgrade project is a three phase project: Phase I- planning, Phase II - design, and Phase III ~- construction.. Phase I In Phase I, planning services were completed under AgreementS1133337 with MDA Engineering. Three options were evaluated. The selected project includes adding new HVAC equipment outside on a slab. New HVAC controls and ducting are needed aswell. The planning report, dated December 3, 2001, details the proposed scope. Phase II - Consultant Services During Design Task A: Design Services will be as follows: Design two separate .air handling units. Oneto serve the laboratories and another to serve the rest of the building. Each unit will have supply and return fans, actuation, chilled water coils and hot water coils. Units will be outdoor type, medium grade, prefabricated to be set on a concrete pad (three sections). .. Design of a new water cooled Scroll chiller to be housed outdoors with the air handlers in the same compartment. We will design the chilled water piping system including pumps, air separator, expansion tank and pipe accessories. Design of a new instantaneous heating hot water boiler. Design of new heating hot water pumps, .piping to air handlers and reheat coils, air separators, expansion tank and pipe accessories. Design of new air distribution system and revision of existing to serve new zones. Design of new constant volume boxes with reheat coils. Design of domestic water heater and recirculation. Pumping system. 03/22/02 1 of 4 Exhibit A Design of separate split DX unit for the computer room. Design .of automatic control system for both air side and water side. ¯Design of kitchen exhaust system. ¯Coordination of all disciplines. Specifications Consultant shall provide a complete set of construction documents ready for biddihg including drawings and specifications. Specifica,~ons shall conform to the Construction Specifications.Institute (CSI) master format guide. Some specifications, such as the General Requirements, may be developed with significant input by the Project Manager (e.g. formalized plant safety rules). Part I.and II bidder instruction documents will be developed by the City of Palo Alto; Consultant shall coordinate as necessary. Responsible Charge All disciplines needed shall be included and coordinated by Consultant including mechanical, electrical, structural, architectural, civil, HVAC, plumbing, and instrumentation. Consultant shall ensure that California registered professionals take responsible charge of their work and properly stamp and seal t-heir work. Coordination Consultant shall coordinate subconsultants and report project progress with Project Manager on a regular basis, in a means convenient to both parties, every week or as needed. Task B: Preliminary Construction Cost Estimate After significant completion of the preliminary design, the City will pay for the services of an outside contractor to conduct a preliminary construction cost estimate. The City will return comments and preliminary estimate to Consultant. Consultant shall be prepared to coordinate and answer questions of contractor preparing the preliminary.construction. cost estimate. Should the preliminary construction cost estimate exceed the project’s budget, the contract may be suspended or canceled. Task C: Schedule Consultant shall prepare a detailed design schedule foruse by Project Manager at the start of the project. Schedule shall be submitted in the first month of the project. The schedule 03/22/02 2 of 4 Exhibit A will be Used in communicating essential project " ~m~lestones with plant staff, managers, etc. Consultant shall update the schedule as necessary. All design work shall be completed by September 1, 2002. Task D: Final Construction Cost Estimate Consultant shall provide an estimate for the construction of the Project at the end of Phase I1. The level of accuracy of the estimate shall be +10 percent. Task E: Permits Consultant shall obtain approval on and pay for all permits from the City’s Planning and Community. Environment Department. Task F: BidderList Consultant shall provide the Project Manager a list of at least four qualified, reputable engineering contractors willing to bid this project (include namel contact, address, phone, fax). The Project Manager can explain any of the City’s bidding procedures with potential bidders. Task G: Addendums Any addendums needed shall be prepared by Consultant and delivered to the Project Manager in a timely fashion. Deliverabl~s Consultant shall prepare and submit the following deliverables to the Project Manager outlined below. If additional sets need to be returned please include additional sets. 1.Four sets (two returned) of completed schematics ready to review by an outside contractor for a preliminary construction cost estimate (half size ok). 2. Three sets (two returned) of 50% design drawings (half size ok). 3. Three sets (two returned) of 90% design drawings (half size ok). 4. One set of full size plan-check submittal for use by P.roject Manager. If other drawings/submittals aie needed by plan checkers they shall be provided by Consultant. 5.Fifteen bound Sets (none returned) Of final design documents including, all drawings (half-size 11"x17"), specifications, and the bid documents at the end of Phase Il. 6.One set of structural calculations. 7.One final construction Cost estimate. 8.Bidder list. 03/22/02 3 of 4 Exhibit A Phase III- Services During Construction Task A: Prior to Construction Consultant shall be available to answe[ questions and describe the project at the pre-bid meeting.job walk and at the preconstruction meeting. Consultant shall be available to evaluate bids if necessary. ~ Task B: TechnicalOversight Consultant shall respond to RFIs, plan clarifications, or substitutions, design change orders, review .and comment on relevant submittals, and conduct as needed inspections. The City Project Manager will issue change o~-;~ers, correspond with contractor, issue submittal approvals/rejections and approve progress payments. Consultant shall provide their response to submittals and/or RFIs in a timely fashion. Untimely review or response may make Consultant liable for potential delay .claims. Task C: Coordination ~Consultant shall coordinate the project progress with Project Manager on a regular basis, in a means convenient to both parties, every week or as needed. All subconsultants shall be coordinated by Consultant. Task D: Closeout Consultant shall participate in the closeout process (e.g. punchlist) and coordinate all subconsultants. The City shall issue the final punchlist. Deliverables Consultant shall prepare and submit the following deliverables to the Project.Manager outlined below. A complete set of record drawings in an AutoCAD 200,0 (or earlier release) electronic format. All drawings shall be on a compact diskette and sent to Project Manager. End of Exhibit A 03/22/02 4 of 4 Exhibit A EXHIBIT "B" STANDARD FEE SCHEDULE Subject to the attached Terms and Conditions, the following hourly rates are charged for our engineering services rendered Owner/Clients. Principals $120.00 Senior Engineers ~-~,$100.00 Design Engineer $ 90.00 Design Drafter $ 80.00 Drafter $ 65.00 Junior Drafter $ 50.00 Clerical $ 42.50 EXHIBIT -NTRAOTORi " IbROJ~CT MANAG ER’. IfO~ NTRAcT NAME: II COI,,’TRAOTORS TO TIE (II BE’REQUIREDTO PRII ¯ BHALLB.EPR~MIDEDII THE CERI’IFICA’J’E O,= IN~ II THE CITY, ANDAPPR..VE II. RET.IJRN TH~ C L ADMINISTRA r’l~ "111 - INSURANCE REQUIREMENTS Insurance Requirements for Contractors ¯ MDA Engineering, l~c. .. .Jamie’Allen (650-617-3.130) E~glnee.rJng Services for the Regiona! Water Quality Control Plant , Operatiohs Building HVAC~Upgrade. (RFP #133337). JSENERAL TERMS AND [NSTRUCTION:S ~ THIS INSTRUCTleN SHEET SHOULD BE GIVEN TO ~OUR INSURANCE AGENT/BROKER." CONTRAoTOR8 TO THE ~ITY’ OF PALO ALTO, AT THEIR 8~SLE EXPENSE 8HALLOBTAIN ARD MAINTAII~I INSURANCE FOR’TH .E TERM OF THE CONTRACT. CONTP~CTORS WILL BE’REQUIREDTO PROVIDE A CERTIFICATE EVIDENOING’fH’E INSURANCE AND NAMING TH~ CITYASANADDITIONAL INSURED. ALL INSU .RANCE C .OVEI~,AGE REQUIRED8HALL B.E PR~MIDED THROUGH CARRIERS WITH A BEST RATING OF#.t ~0R HIGHER THAT ARE ADMIT’FED TO DO BU81NESS IN THE STATE OF OAUFORNIA. . THE CERI’IFICA’J’E OF INSURANCE MLBT.BE’COMPLETED AND EXEC ’I:TI’ED BY AN AIJTHORJ. ZED REPRESENTATIVE OF THE COMPANY PROVIDING.INqUR~CE, FILED WITH THE CITY, ANDAPPRO.VED BY THE C TY BEFORE CON’I:RAG’I~ WILL BE CONSIDERED ~30. MPLETE AS 8ESRECTa INSURANCE, RET.IJRN THE COMPLETED CERTIFICATE TO THE CITY’OF PALO AL TO,. PURCHASING & :CONTRACT ADMINISTRATION, 250 HAMIL TON A VENdE, PALO AL TO 9430"1. ¯ ¯THE iNsURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS oNTRAc.~. TYPE OF COVERAGE " REQuIREME~rf" Worker’s Compensation .~¯ Statutory . [] .Cafnprehsnslve General Liability:BODILY INJURY¯$1,00{1,000 "1 ~1,000,000 ’ ¯P’ROPERI"( {SAMAGE ’ $1,000,000 .I $t,000,000INCLUDING:¯",-’¯¯ PERSONAL INJURY ¯ .. o BROAD FORM’PROPER’[Y DAMAGE ..BODILY INJURY & PROPEP.T~ ¯ BLANK.El" CDN’FRAC .T~AL .. ¯DAMAGE COMBINED "...$1,000,000 ¯FIRE LEGAL L.IABILn’Y - ~ .Coml~rehanslve Automobile Liability:’’.BODILY INJURY (Ea,~h Pers0ni $1’,~00,000 .,,NCLUDIN G:"PROPERTY’ DAk,p, GE ¯"" ~..’__ a OW~JED BODILY INJURY & PR~)PERTY’¯HIRED -¯¯..DAMAGE COMBINED ¯$1,000,o00 ~ ERRORS AND OMISSIONS ’ALL DAMAGES 1 000, ¯ MALpRACTICE.(IfApplIcabI~) .~. ¯NEGLIGENT PERFORMANCE : " ’ [] .THE CiTY OF PALO ALTO iS TO BE NAMED AS AN ~DDITIONALINSURED . /:.. The City ~f Paid Alto, Its oft!cars, agents and emplpyees a’m naEJed as addlt]on.al.lnsurGd, but onl.v as to work perfoh~ed under,contraFt. ~ald coverage as [o the City of Paid Alto, ate., shall be pdmary coverage, without off.set against City’s. existing Insuranc~ dnd ar~y 6that insu[ance ’. ca,’led by the City belng.e~cass Ihsurance only: Wh~ra the work InvolVes grading, paving, exca~,a.fJng, drilling or other hnde.rground work, the policy includes destruction of ~res, conduits, pipes, malnsi--o? other similar property or any apparatus In connection therewith below the surface of the gmund.wh.~er owned by third parties or Ihe.Clty of Paid Alto, ¯ .Wh~m the w~rk Involves excavating, collapse coverage !s provided Ir~ the amounts above. The policy Includes a "Severablll[~ of Interest" provision, :Deductibles over $5,000 must be Indicated and are i~ubject te appmvall. If such policies are canceled or changed dudng th’e per.lod of coverage as Stated herein; In such a ¯manner as to affect.the’Certificate, (30) days Written notice will be mailed to the CRy of Paid ARe, Contract Admlnlstrat!on, P...O, Box t 0250, 94303, The liability Ins~ran~ pollcFIncludes a contractual liability endorsement’providing Insurance coverage for ContraCtor’s.agreement to Indemnify" theCl~,- ’ " " " ~ ’ " " ’The coverage.afforded under l~e policies Is subject ~o all.terms 0f{he herein and meets" aliof the’provisions called CONTRACT MANAG~ ..(,,~OF SECTION fotherein. DA:rE: ~IT~Y OF PALO ALTO: INSUPJ~N~E REQUIREMENTS RFP # 133337 PRODUCER KRAFT INSURANCE BROKERAGE 4340 Redwood .Highway, F-142 San Rafael, CA 94903 Exl~ibit C CERTIFICATE OF LIABILITY INSURANCE I 01/1(5/2002ITHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATEHOLDER. ,THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. ,NSUREDMDA Engineering, Inc. 799Fletcher Lane Hayward, CA 94544. COVERAGES INSURERS AFFORDING COVERAGE American Motorist/Kemper. Continental Casualty (CNA) INSURER A: INSURER B: INSURER C: INSURER D: . ’INSURER E: ’ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATE[~. 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 POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. " TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONDATE (MM/DD/YY) DATE (MMIDD/Y~LIMI’I;S EACH OCCURRENCE!l Mil’lionGENERAL LIABILITY X COMMERblAL GENERAL LL~BILITY -- --1 CLAIMS MADE ’~-1 OCCUR GEN’L AGGREGATE LIMIT APPLIES PER: "~ POLICY r--} PRO-I I JECT ~ i LOG AUTOMOBILE LIABILITY 7RS6.58323-01 7RS658323-01 7CW305390403 01/3o%2 01/30/02 9/1/ol " 0.113010.3 o113o/o3 9/1/02 A A -- ! ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON-OWNED AUTOS GARAGE LIABILITY" ~ANY AUTO EXCESS LIABILITY L "-~ OCCUR [----] CLAIMS MADE ~DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY OTHER FIRE DAMAGE (Any one fire} MED EXP (Any one person) PERSONAL & AD_V.INJURY GENERAL AGGREGATE PRODUCTS ~ COMP/OP AGG =i00,000 =10, 0.00 Million =2 Million Million PROPERTY DAMAGE(Per accldenI) COMBINED SINGLE LIMIT BODILY INJURY(Per person) .$ BODILYINJURY(Per accident)$_ . . = AUTO ONLY-EAACCIDENT ,OTHERTHAN EAACC AUTO ONLY:AGG EACH OCCURRENCE AGGREGATE IWC STATU-I OTH-TORY LIMITS i ¯ER EL EACH ACCIDENT¯" E.L DISE/~SE - EA I~MI~LOYEE E.L, DISEASE - POLICY LIMIT $ $ $ $ $ $ $ B Professional SFN006088467 "12/8/01 12/8/02 $i Mil per claim & .Liability annual aq~re~ate DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORBEMENWSPECIAL PROVISIONS The City opf Palo Alto, its officers,agents &-employees are add’l insured for work performed by MDA as provided herein for general liability/auto. Coverage is primary. Contractual liability l.imited to terms/conditions, of policies. CERTIFICATE HOLDER City of.PaloAlto Public Works Department Regiona~ Water Quality Control Plant - 2501 Embarcadero Way Palo Alto, Ca 94303 ~TTN: James Allen ACORD25-S(7/97) ~A~LLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION !~%~TE THEREOF, THE ISSUING INSURER ~LL~~ MAIL ~0 DAYS WRITTEN ~TIGE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT ~7 FA;L~ .... .~ ~u~,, A~~EPRESENT~ ¯. .~ "~CORPO~TION t988 EXHIBIT "D" PART III - CERTIFICATION OF NONDISCRIMINATION FROM 410 Project:Engineering Services for the Regional Water Quality Control Plant Operations Building HVAC Upgrade. 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,~.~eligion. 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. Firm: MDA ENGINEERING, INC. Title of.Officer Signing: ¯ Signature:. /# Date: March 27, 2002 CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION RFP # 133337