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HomeMy WebLinkAboutStaff Report 3328 City of Palo Alto (ID # 3328) City Council Staff Report Report Type: Consent Calendar Meeting Date: 3/4/2013 City of Palo Alto Page 1 Council Priority: Environmental Sustainability Summary Title: Recycled Water Project Contract Title: Approval of a Water Enterprise Fund Contract with RMC Water and Environment, Inc. for a Total Not to Exceed Amount of $193,914 to Complete the Environmental Analysis of Expanding the City's Recycled Water Delivery System From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve a contract with RMC Water and Environment, Inc. (RMC) to complete the environmental analysis of an expanded recycled water project to serve the Stanford Research Park for $176,286, plus a contingency of $17,628, for an amount not to exceed $193,914. Staff also recommends that Council approve this contract as a “sole source” exemption from the City’s competitive bidding process under its authority in Palo Alto Municipal Code Section 2.30.360(d). Executive Summary Staff continues to prepare the environmental documents for the proposed project to extend the recycled water distribution system to customers in the Stanford Research Park area. Due to unforeseen delays largely related to completion of the project’s environmental impact report (EIR), the project has extended beyond the consultant’s contract termination date. Staff requests approval of a new contract with RMC to complete the work. The expiration date for the new contract is December 2014. Funds remaining from the expired contract will be re- authorized for the new contract, so there is no funding increase included in this request. A contract extension will allow the City to capture the remaining grant funds from the Bureau of Reclamation. City of Palo Alto Page 2 Background On April 16, 2007, the City Council authorized the City Manager to execute a contract with RMC for preparation of a recycled water Facility Plan and associated environmental documents for Capital Improvement Project WS-07001 (CMR 191:07). RMC completed the Facility Plan for the project in June 2008, and staff has been working on the Federal and State environmental documents since then. Since execution of the original contract, Council has approved three amendments to the contract. The project cost and approval chronology are provided in Table 1 along with actual expenditures to date. Table 1: RMC Budget and Cost Summary1 Approved Budgeted Costs Actual Expenditures Original RMC Contract April 16, 2007 (CMR: 191:07) $242,700 $242,700 Amendment No. 1 June 2, 2008 (CMR: 255:08) $25,000 $25,000 Amendment No. 2 Nov. 8, 2008 (CMR: 431:08) $35,000 $35,000 Amendment No. 3 April 12, 2010 (CMR: 207:10) $372,000 $161,848 Total RMC Contract with all amendments $674,700 $464,442 1These are gross costs, and do not include grants. Project costs net of grants are discussed below Discussion The recycled water project has experienced significant delays since completion of the Facility Plan in June 2008, and the RMC contract expired in June 2011. While staff has addressed many issues regarding a future recycled water project, the replacement of high quality potable water with recycled water remains a concern for the landscape community and has required staff and RMC to complete additional work in preparation of the project’s EIR. These additional studies and consultations were a major factor in pushing the project completion date beyond the deadline in the RMC contract. Staff has also re-directed efforts on several occasions to activities unrelated to the preparation of the environmental documents, but critical to position the recycled water project project for success (i.e. grant funding pursuits). Completion of the environmental document is essential for securing Federal or State grant or loan funding for the construction of the project. City of Palo Alto Page 3 Staff is recommending that Council approve a new contract with RMC to extend the time to complete the work required. The tasks and scope of work – completion of the environmental documents - are substantially the same with minor modifications to the deadlines and individual tasks to ensure they are consistent with current information and the new project schedule. The scope has also been updated to reflect work already completed and to ensure that updated NEPA requirements from the US Bureau of Reclamation are included. The City selected RMC through a competitive bidding process for the original contract. Staff has consulted with Purchasing and recommends that the Council approve this new contract with RMC as a sole source contract. This project qualifies for an exception to the competitve bidding process under Palo Alto Municipal Code Section 2.30.360(d) since there is no adequate substitute for this consultant’s services given the substantial work done to date on this complex project. The City has completed significantly more than half of the work required on this project and has been using the same consultant for these professional services throughout. . Staff anticipates the remaining funds in the expired RMC contract will be sufficient to complete both the Federal and State environmental documents. The project received a $75,000 grant from the State Water Resources Control Board (SRWCB) to complete the Facility Plan. Since Amendment #3 to the prior contract with RMC, staff applied for and received an additional planning grant. The new grant is a 50% cost share planning grant administered by the Federal Bureau of Reclamation (Reclamation) under the Title XVI recycled water program. Staff has submitted and received reimbursement for approximately 2/3 of the grant. Table 2 illustrates the net project cost (total projected cost less grants). The total RMC cost for the expired contract and the new proposed contract has been lowered from $674,700 (as shown in Table 1) to $658,336 (as shown in Table 2) due to a lower contingency amount in the new contract. Table 2: Project costs and grants Staff costs included in CIP Budget $42,300 Total RMC Cost (including new contract) $658,336 Total CIP Budget $700,636 Less SWRCB Planning Grant (State) ($75,000) Less Bureau of Reclamation Planning Grant (Federal) ($326,000) Total Net CIP Cost $299,636 The Reclamation grant is a cost share agreement, so the City must first incur the costs in order to get reimbursement. The City has already received about $219,000 from Reclamation. Once City of Palo Alto Page 4 the environmental documents are complete, staff will submit invoices to Reclamation for reimbursement of the remaining grant amount of approximately $107,000. Reclamation has strict grant administration guidelines, and the new RMC contract is important to ensure staff can resume progress on the project and capture the remaining grant funds. Resource Impact The proposed contract does not require any additional funds to complete all necessary work. There is approximately $210,000 remaining in Capital Improvement Project WS-07001 funds originally budgeted for the expired contract to complete the environmental work for the project. The $193,914 needed for the new contract will be reauthorized in this request, and the balance will return to the Water Fund reserves. The new contract funding requirement is lower than that of the expired contract due to a reduction in the contingency amount. Policy Implications Executing the proposed contract is consistent with Council policy. This project is consistent with the Council-adopted Water Integrated Resource Plan Guideline 3: “Actively participate in development of cost effective regional recycled water plans.” The project is also consistent with Council direction to reduce imported water supplies and limit or reduce diversions from the Tuolumne River. Environmental Review The project is undergroing Federal and State-mandated environmental review. Attachments:  Attachment A - Contract (PDF) Professional Services Rev. June 2, 2010 CITY OF PALO ALTO CONTRACT NO. C13148958 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND RMC WATER AND ENVIRONMENT, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 4th day of March, 2013, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and RMC WATER AND ENVIRONMENT, INC., a California corporation, located at 2290 North First Street, Suite 212, San Jose, CA 95131 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to study the water quality impacts of irrigation with recycled water (“Project”) and desires to engage a consultant to prepare a single-issue EIR to address the water quality impacts with recycled water in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2014 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. Professional Services Rev. June 2, 2010 CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Seventy Six Thousand Two Hundred Eighty Six Dollars ($176,286). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed One Hundred Ninety Three Thousand Nine Hundred Fourteen Dollars ($193,914). The applicable rates and schedule of payment are set out in Exhibit “C”, entitled “COMPENSATION ” which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. Professional Services Rev. June 2, 2010 SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Suet Chau as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. Professional Services Rev. June 2, 2010 The City’s project manager is Nicolas Procos, Utilities Department, Resource Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650)329-2214. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. Professional Services Rev. June 2, 2010 C13148958 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid Professional Services Rev. June 2, 2010 C13148958 for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, Professional Services Rev. June 2, 2010 C13148958 weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements:  All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.  Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office.  Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that Professional Services Rev. June 2, 2010 C13148958 action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 25.9 All unchecked boxes do not apply to this agreement. 25.10 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. Professional Services Rev. June 2, 2010 C13148958 CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Asst. City Attorney RMC WATER AND ENVIRONMENT, INC. By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT “A”: SCOPE OF WORK EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. June 2, 2010 EXHIBIT “A” SCOPE OF SERVICES RMC will prepare a single-issue EIR to address water quality impacts of irrigation with recycled water. The EIR will be based on the same pipeline alignments and pump station sites as evaluated in the Initial Study/Mitigated Negative Declaration (IS/MND) published by the City in March 2009. RMC will, in consultation with the City, determine the alternatives to be analyzed upon reinitiation of the project. RMC will evaluate the No Project Alternative, Proposed Project, and one other alternative (e.g. additional treatment). This approach is preliminary; the scope of the CEQA alternatives analysis would be confirmed and may require revision following the public scoping period and conclusion of the water quality impact evaluation. RMC will also prepare environmental documents that meet the Bureau of Reclamation National Environmental Policy Act requirements. Each task is described below. Environmental Impact Report Notice of Preparation and Scoping Meeting This task has been completed. Draft EIR Preparation The Draft EIR will focus on the water quality analysis of impacts of irrigation on landscape plants in the project area, with particular emphasis on redwood trees. The Initial Study (IS) Checklist, which includes the analysis for the remaining environmental topic areas, will be included as an appendix. Other Draft EIR-related sections not specific to an environmental resource area, including the Summary, Introduction, Project Description, and Alternatives will be presented in the upfront sections of the EIR. Tasks for completion of the EIR are described below. Administrative Draft EIR The RMC team began work on the Project starting April 2010 and had prepared, to varying degrees, different sections of the Administrative EIR. RMC will resume work on the Administrative Draft EIR upon completion of the Project Description. Project Description RMC previously submitted a draft Project Description to the City. Upon receipt of requested details and comments by the City, RMC will revise the project description. The City will confirm the strategy for addressing redwood trees and other vegetation, If necessary, the Adaptive Management Program that was included in the original project description will be modified to include any recommendations developed as part of the water quality analysis. RMC will update the project description that is included in the EIR. Water Quality Analysis The Water Quality section will focus only on salinity issues, with particular emphasis on effects on redwood trees/vegetation. Other topics relating to hydrology and water quality have already been addressed in the IS, which will be included as an appendix. The EIR will describe the existing environmental and regulatory setting relevant to evaluation of salinity impacts, state where relevant the impact significance criteria, describe the impacts of the proposed project, assess their significance, and develop feasible mitigation measures as applicable to reduce or eliminate identified impacts. The EIR will identify any cumulative and unavoidable impacts associated with use of Professional Services Rev. June 2, 2010 recycled water for irrigation. HortScience, Inc. completed an investigation in June 2011 to evaluate impacts on plants of irrigation with recycled water. The investigation consisted of the following: 1) collecting and sampling of soils; 2) identifying plant species present and rating their appearance; 3) inspecting and describing soil profiles within root zones; 4) mapping the 12 locations where such activities occurred; 5) performing a survey-level soil landscape evaluation; 6) identifying constraints in using recycled water on plants; and describing the effects of irrigation with recycled water. A summary report was prepared following the above work activities. The findings of the HortScience report will be incorporated into the EIR as appropriate. Initial Study Update RMC will update the IS/MND to reflect comments made during public review of the March 2009 IS/MND, and to meet new Bay Area Air Quality Management District (BAAQMD) requirements for quantification of construction-period emissions. A new CNDDB search and a new NWIC search were conducted in 2011 to determine if new, sensitive biological and cultural resources occur in the project area. Beside the searches, field work and analysis had been initiated in 2011 on these subjects, and more than 90 percent of the biological resources work and approximately 20 percent of the cultural resources work had been done. The City will provide additional details requested in the Project Description to complete the biological and cultural resources efforts. Due to the delays in the project, there may be changes in the regulatory environment that warrant new searches be conducted and revisions to the work already completed. This scope does not include such efforts. The biological and cultural resources reports previously prepared for SWRCB will be updated as necessary for submittal to the SWRCB. Please refer to Exhibits C, D and E regarding the scope and budget for the biological and cultural resources tasks conducted by Christopher Joseph and Associates (now Environ) and William Self Associates, respectively. CEQA Required Analyses Most of the CEQA required analyses can be based on the analysis contained in the IS/MND. This section will include evaluation of growth inducing impacts and cumulative impacts, and identification of any significant irreversible environmental changes or significant unavoidable adverse impacts. The EIR will also include a summary and evaluation of alternatives, including identification of the environmentally superior alternative. With the exception of the cumulative analysis, the other sections will be integrated in the upfront portion of the EIR. The cumulative analysis will be included in the IS Checklist. Document Preparation RMC will prepare a concise, clearly written, and easily understandable Administrative Draft EIR (ADEIR) summarizing the information developed in the above tasks. RMC will prepare all CEQA Mandated Sections. RMC will include tangible (i.e., quantifiable) performance objectives for all identified mitigation to the extent feasible, identification of appropriately timed monitoring, identification of agency or staff responsible for monitoring, and mitigation or measures to be implemented should the performance objectives not be met. RMC will submit the ADEIR to the City for internal review and comment. Screencheck Draft EIR The City will provide comments on a single annotated comment copy of the ADEIR that provides clear direction for revisions. Upon receipt of comments from the City, RMC will hold a meeting to review comments and discuss the approach for revising the document. RMC will prepare a Professional Services Rev. June 2, 2010 Screencheck Draft EIR incorporating necessary revisions and refinements based upon comments received from the City on the ADEIR. RMC will ensure that all City comments are addressed thoroughly. Deliverables: RMC will submit an ADEIR to the City. City staff will have up to three (3) weeks to review the ADEIR and provide comments. Following receipt of comments from the City, RMC will submit a Screencheck Draft within three (3) weeks. The City will have up to one (1) week to review the Screencheck Draft EIR. Public Review of Draft EIR RMC will prepare a Draft EIR, incorporating necessary revisions and refinements based upon the City’s final edits on the Screencheck Draft EIR. RMC will submit the Draft EIR in hard copy (20 bound copies, one unbound copy, and 20 CD copies) and electronic format ready for posting on the City’s website. RMC will also submit a draft Notice of Availability and Notice of Completion (NOC) to the City so that the City can advertise in the local newspaper and file the NOC at the State Clearinghouse (along with 15 CD copies of the Draft EIR), respectively. RMC will submit 8 hard copies of the Draft EIR and supporting documentation to the SWRCB. RMC will work with the City to refine the NOP distribution list to produce a distribution list for the EIR. RMC will work with the City to plan and conduct a public meeting to answer questions regarding the Draft EIR. The public meeting may include an open house format to allow the maximum opportunity for the public to ask questions and get information about the project. Deliverables: RMC will prepare a Draft EIR within one (1) week of receipt of comments from the City on the Screencheck Draft EIR. RMC will submit a NOA and NOC to the City. RMC will assist the City in preparing for and conducting a public review meeting during the EIR public comment period. Final EIR and Associated Documents RMC will meet with the City at the close of the comment period during the final EIR phase to identify and develop approaches for key issues raised. If appropriate, RMC may use master responses for topics of greatest interest to local agencies and the surrounding community. The scope of work assumes 78 hours of staff time to determine with the City the approach to respond to public comments, bracket the comments, and provide written response to the comments; should the estimated level of effort for preparing responses exceed the hours assumed, additional work would need to be authorized through a contract modification. Draft Final EIR (Response to Comments document), MMRP, and Findings The Final EIR will consist of the Response to Comments (RTC) document and Public Draft EIR. RMC will prepare an a RTC document that includes: 1) all letters received on the Draft EIR and summaries of all substantive comments made on the Draft EIR at the public meeting, 2) responses to each comment, and 3) text revisions to the Draft EIR shown in errata format. RMC will also prepare a Draft MMRP, which will consolidate all required and recommended mitigation measures into one table. In addition, RMC will prepare draft Findings. RMC will submit the Draft Response to Comments document, Draft MMRP, and Draft Findings to the City for review. Screencheck Final EIR (RTC document), MMRP, and Findings RMC will revise the Draft RTC document, Draft MMRP, and Draft Findings per City recommendations and a screencheck will be submitted for review. Professional Services Rev. June 2, 2010 Final EIR (RTC document), MMRP, and Findings RMC will submit the Final Response to Comments document, MMRP, and Findings to the City in electronic format. RMC will provide 20 bound copies and one unbound copy of the final Response to Comments document. RMC will attend the certification hearing and will be prepared to answer questions from the City Council. RMC will prepare a Notice of Determination for the City to file with the State Clearinghouse. Deliverables: RMC will prepare a Draft Response to Comments document, draft and Final MMRP, and draft and Final Findings. RMC will also prepare a Notice of Determination. The City will have up to two (2) weeks to review and provide comments. Following receipt of comments, RMC will submit a Screencheck Response to Comments Document, MMRP, and Findings to the City within one (1) week. The City will have one (1) week to review and provide comments. Following receipt of comments, RMC will submit the Final EIR, MMRP, and Findings within one week. NEPA Documentation RMC will assist the City in obtaining NEPA clearance from the U.S. Bureau of Reclamation (USBR), so that the project can qualify for federal funding. Previously, it was assumed that an EA would be required for USBR compliance. As such, preparation of the EA had occurred in parallel with the EIR. However, based on communication with USBR in July 2011, a new strategy has been identified. USBR recommended preparation of a brief Supplemental Information Document. Combined with the CEQA EIR, the Supplemental Information Document would lead to a Finding of No Significant Impact (FONSI). USBR has suggested that the Supplemental Information Document would be prepared close to the completion of the EIR (during the latter part of the Final EIR preparation stage), so that all issues have been dealt with adequately in the EIR process. RMC will complete the tasks identified below. Please refer to Exhibits C, D and E regarding the scope and budget for the biological and cultural resources tasks conducted by Environ and William Self Associates, respectively. Administrative Draft Supplemental Information Document RMC will prepare Administrative Drafts of a Supplemental Information Document to submit to USBR. The Supplemental Information Document will be brief (less than 20 pages) and would include additional topical analysis required by NEPA, including socioeconomics and environmental justice. Deliverables: RMC will submit an Administrative Draft Supplemental Information Document to USBR. It is assumed that USBR staff will require up to four (4) weeks to review and comment on the Administrative Draft Supplemental Information Document and associated documents. Screencheck Draft Supplemental Information Document USBR will provide comments on a single annotated comment copy of the Administrative Draft Supplemental Information Document that provides clear direction for revisions. Upon receipt of comments from USBR, RMC will revise the document and prepare a Screencheck Draft Supplemental Information Document, incorporating necessary revisions and refinements based upon comments received from USBR on the supplemental document . RMC will ensure that all USBR comments are addressed thoroughly. Deliverables: Following receipt of comments from USBR, RMC will submit a Screencheck Draft within three (3) weeks. USBR will have up to one (1) week to review the Screencheck Draft EA. Professional Services Rev. June 2, 2010 Final Supplemental Information Document RMC will prepare the Final Supplemental Information Document, incorporating necessary revisions and refinements based upon USBR final edits on the Screencheck Draft Supplemental Information Document. RMC will submit the Final Supplemental Information Document to USBR in hard copy (10 bound copies and one unbound copy) and electronic format. Deliverables: RMC will prepare a Final Supplemental Information Document within one (1) week of receipt of comments from USBR on the Screencheck Draft Supplemental Information Documents. Project Management / Meetings RMC will coordinate with the City, USBR, RMC’s subconsultants and internal staff on all CEQA and NEPA items related to the project. This task also includes two conference calls / one meeting with the City and/or USBR to discuss CEQA / NEPA issues at key junctures of the process. This task also covers preparation of monthly invoices and progress reports. It should be noted that as the project timeframe has been extended well beyond the anticipated 10 months (although a portion of time the project was on hold), and project management tasks (including conference calls and meetings) were still being conducted to address outstanding issues (e.g., salinity approach), the remaining budget for this task is limited. Deliverables: RMC will submit monthly status reports to the City. Optional Services The following tasks are optional tasks that will require authorization by the City before can be initiated. It should be noted that portions of the optional tasks have been authorized for both Environ and WSA. NEPA Documentation USBR may have additional consultation requirements related to Section 7 and Section 106 consultation. The need for and level of consultation have not been determined and will be determined based on discussions with USBR. The optional tasks include both Sections 7 and 106 consultations. Please refer to Exhibits C, D and E regarding the scope and budget for the biological and cultural resources tasks conducted by Environ and William Self Associates, respectively. The current strategy related to Section 7 consultation (to address biological resources effects) is to include biological resources-related environmental commitments (Avoidance Measures) in the Project Description so the City can proceed with informal consultation with the USFWS (rather than formal consultation). We will need the City’s confirmation to commit to these measures. It should be noted that the final determination for formal or informal consultation has not yet been determined and will be determined by USFWS. Assumptions  Additional outreach beyond the EIR preparation is not assumed in this scope of work / budget.  No new substantive issues (beyond those the City has already encountered during the public comment phase of the IS/MND) are assumed to arise.  The Project Description is assumed to be generally complete, with the exception of additional details that will require City input. Once the City responds to the requested information on the Project Description and provides direction on salinity strategy, the project Professional Services Rev. June 2, 2010 will be reinitiated. Currently, the project is anticipated to reinitiate on March 4, 2013. For the purposes of the Microsoft schedule the initiation date is assumed to be March 4, 2013.  The City will provide comments (including requested information) on all deliverables promptly.  Other sections of the EIR that will be developed include: Summary, Introduction, Alternatives, and Cumulative Impacts. With the exception of the Cumulative Impacts, the other sections will be included in the upfront portion of the EIR.  One public meeting is assumed during the public comment period for the Public Draft EIR. RMC will provide support (presentation preparation) and attend the Public Meeting (4 hours for two staff members). The City will coordinate the meeting planning, present at, and facilitate the meeting.  ODCs for the Public Draft EIR covers printing, mailing, and travel expenses. Graphics in the document will be printed in black and white only. A maximum of 28 hard copies will be printed (which includes 20 copies for the City and 8 copies for SWRCB), a maximum of 50 copies of a CD will be burned if needed (15 will be sent to SCH), and a maximum of 100 notices (NOA) if needed will be printed. The City will be responsible for publishing the notice in the local newspaper and/or posting the notice at the project sites.  Preparation of the Response to Comments document is based on hours, which may increase depending on the number of comments received. Should the estimated level of effort exceed the hours assumed, additional work would need to be authorized through a contingency release or other appropriate contract modification.  The City will prepare and send response letters to responsible agencies commenting on the EIR.  The Draft EIR and the Response to Comments (with errata) constitutes the Final EIR document; RMC will not print an Integrated EIR.  For all deliverables, only one administrative draft and one screencheck are proposed. If additional deliverables are included, then the work effort will increase.  For all CEQA-related deliverables, we assume one set of consolidated, non-conflicting comments from the Utilities and Planning Departments.  For all NEPA-related deliverables, we assume they will be reviewed by the USBR only (not the City). Thus, the hours identified for preparation of NEPA deliverables are based on two rounds of comments from USBR only, and not additional comments from the City.  For NEPA deliverables, we assume one set of consolidated, non-conflicting comments from the USBR.  USBR will be responsible for all noticing of NEPA documents.  The City will file the Notice of Determination with the State Clearinghouse.  It is assumed that the NEPA Supplemental Information Document would be published after the publication of the EIR, such that any issues arising from the EIR will have been resolved. The EIR, in combination with the Supplemental Information Document, is the basis of the FONSI. Professional Services Rev. June 2, 2010  Project management includes coordination with the City, USBR, and the internal team. It is possible that the schedule as shown will be delayed if the initiation date is delayed, the salinity approach requires further refinement beyond RMC’s control, or the NEPA process takes longer than expected.  We assume that protocol-level surveys for special-status plants or animal species or formal delineation of waters and wetlands will not be conducted. The Environ biological team can conduct such studies if required and requested; however, an expanded scope and cost estimate would be required for such services. Professional Services Rev. June 2, 2010 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Name Duration Start Finish Project Reinitiated / City provides all outstanding items on PD 1 day Mon 3/4/13 Mon 3/4/13 1.2 DEIR Preparation 176 days Tue 3/5/13 Mon 11/11/13 RMC Prepares ADEIR 80 days Tues 3/5/13 Tues 6/25/13 City reviews ADEIR 45 days Wed 6/26/13 Wed 8/28/13 RMC prepares Screencheck DEIR 25 days Thu 8/29/13 Thu 10/3/13 City reviews Screencheck DEIR 25 days Fri 10/4/13 Fri 11/8/13 Meeting with City to discuss City comments on Screencheck EIR 1 day Mon 11/11/13 Mon 11/11/13 1.3 Public Review of Draft EIR 55 days Tue 11/12/13 Mon 2/3/14 RMC prepares Draft EIR, NOA, and NOC 25 days Tue 11/12/13 Wed 12/18/13 DEIR publication 0 days Wed 12/18/13 Wed 12/18/13 DEIR public review period 47edays Wed 12/18/13 Mon 2/3/14 Public Meeting 0 days Mon 1/13/14 Mon 1/13/14 1.4 Final EIR and Associated Documents 129 days Tue 2/4/14 Wed 8/6/14 Meeting with City to discuss public comments on DEIR 1 day Tue 2/4/14 Tues 2/4/14 RMC prepares Draft RTC, MMRP, Findings 30 days Wed 2/5/14 Wed 3/19/14 City reviews Draft RTC, MMRP, Findings 30 days Thu 3/20/14 Wed 4/30/14 RMC prepares screencheck RTC, MMRP, and Findings 20 days Thu 5/1/14 Thu 5/29/14 City reviews screencheck RTC, MMRP, and Findings 20 days Fri 5/30/14 Thu 6/26/14 RMC prepares Final RTC, MMRP, and Findings 20 days Fri 6/27/14 Fri 7/25/14 EIR Certification/Project Approval (2nd and last Weds of the month) 1 day Tue 8/5/14 Tue 8/5/14 File NOD 1 day Wed 8/6/14 Wed 8/6/14 2 NEPA Documentation 128 days Fri 6/27/14 Wed 12/31/14 RMC prepares Administrative Draft Supplemental Information Document 30 days Fri 6/27/14 Fri 8/8/14 USBR reviews Administrative Draft Supplemental Information Document 30 days Mon 8/11/14 Mon 9/22/14 RMC prepares Screencheck Draft Supplemental Information Document 20 days Tue 9/23/14 Tue 10/21/14 USBR reviews Screencheck Draft Supplemental Information Document 20 days Wed 10/22/14 Wed 11/19/14 RMC prepares Final Supplemental Information Document 8 days Thu 11/20/14 Tue 12/2/14 Supplemental Information Document and FONSI Publication/signatures 20 days Wed 12/3/14 Wed 12/31/14 Professional Services Rev June 2, 2010 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule as in Exhibit C up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Basic Services”) and reimbursable expenses shall not exceed $176,286. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $193,914. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $176,286 and the total compensation for Additional Services does not exceed $17,628. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $97,778 (Environmental Impact Report) Task 2 $31,507 (NEPA Documentation) Task 3 $8,601 (Project Management) Task 4 $38,400 (Optional Tasks) Sub-total Basic Services $176,286 Total Basic Services and Reimbursable expenses $176,286 Additional Services (Not to Exceed) $17,628 Maximum Total Compensation $193,914 REIMBURSABLE EXPENSES Professional Services Rev June 2, 2010 The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manage and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev June 2, 2010 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev June 2, 2010 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303