HomeMy WebLinkAboutStaff Report 7211
City of Palo Alto (ID # 7211)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 9/19/2016
City of Palo Alto Page 1
Summary Title: Construction and Design Contract Amendment for the
Baylands Interpretive Center Facility Project
Title: Approve a Contract with Buhler Commercial in the Amount Not-To-
Exceed $586,803 for the Lucy Evans Baylands Interpretive Center
Improvements; Approve and Authorize the City Manager to Execute Contract
Amendment No. 1 to Contract Number C15157772 in the Amount of $60,730
with FOG Studio for Design and Construction Administration Services; Amend
the Fiscal Year 2017 Budget Appropriation for the Baylands Interpretive
Center Facility Improvements, Capital Improvement Program Project PE-
15029; and Find the Project Categorically Exempt from the California
Environmental Quality Act under Section 15301 (Existing Facilities)
From: City Manager
Lead Department: Public Works
Recommended Motion
Staff recommends Council:
1. Approve and authorize the City Manager or his designee to execute the
attached contract with Buhler Commercial (Attachment A) for $586,803 for
the Lucy Evans Baylands Nature Interpretive Center Facility Improvements
Project (PE-15029);
2. Authorize the City Manager or his designee to negotiate and execute one or
more change orders to the Buhler Commercial contract for additional
unforeseen work that may develop during the project, the total value of
which shall not exceed $58,680;
3. Approve and authorize the City Manager or his designee to execute
Amendment No. 1 to Contract No. C15157772 with FOG Studio
City of Palo Alto Page 2
(Attachment B) for $60,730 for design and construction administration
services for the Baylands Nature Interpretive Center Facility Improvements
Project (PE-15029). The amendment includes $56,110 for base contract and
$4,620 for additional services. The amendment results in a total contract
amount of $158,630; and
4. Amend the Fiscal Year 2017 Budget Appropriation for the Capital
Improvement Fund by:
a. Increasing the Baylands Nature Interpretive Center Facility
Improvements Project (PE-15029) appropriation by $68,641; and
b. Decreasing the Infrastructure Reserve by $68,641.
5. Find that, as a project that involves only the repair and maintenance of an
existing facility and involves little or no expansion of use, the Lucy Evans
Baylands Nature Interpretive Center Project meets the requirements of
California Environmental Quality Act (CEQA) by qualifying for a categorical
exemption under section 15301 of the CEQA Guidelines.
Background
The Baylands Nature Interpretive Center Facility (Center) is located within the
City’s Baylands Nature Preserve. Built on piles above the salt marsh in 1967, the
Center was the first educational center within the Bay Area ecosystem. The
Center offers various programs and activities such as nature walks, school
programs, a wet laboratory for drop-in visitors, and tidelands flora and fauna
displays. The City provides hands-on standards-based curriculum to more than
3,000 elementary school students at 30 schools and 80,000 annual marsh visitors.
On May 18, 2015, Council awarded a contract to FOG Studio to design Center
improvements and prepare final bid documents (Staff Report ID#5760). The
design contract included schematic design, design development, and construction
documents. The scope of work included the following:
Structural assessment and report;
building code analysis;
Americans with Disabilities Act (ADA) compliance assessment;
design and construction documents for repairs, code-mandated upgrades
and/or improvements to exterior siding, decking, guardrails, interior floor
City of Palo Alto Page 3
refinishing and cabinetry, restrooms and the electrical and mechanical
systems;
construction bid documents; and
community, board, and commission reviews, agency coordination and
permitting.
The contract did not include bidding assistance or construction administration
services.
During design development, building code-related structural and ADA assessment
findings were:
1. The Center is structurally sound; however, it requires deck, floor and roof
improvements and repairs. These repairs include filling cracks/minor
repairs to existing beams and columns, siding, and deck replacement; and
2. The Center does not meet ADA code requirements, such as the need for
code-compliant slopes, handrails, guardrails, and restroom circulation and
plumbing fixtures.
Staff and FOG Studio presented this information during a September 30, 2015
community meeting and an October 27, 2015 Parks and Recreation Commission
(PRC) meeting. There was agreement on the following items:
all exterior colors should match the earthy color tones of the Baylands;
retain the habitat for swallows on-site;
provide a gender neutral restroom;
glass panes and interpretive signage should be designed in a way that will
not injure birds;
interpretive signage should include ADA features;
design should reflect the Baylands Design Guidelines; and
desire to salvage existing siding and other materials for use elsewhere.
Staff subsequently met with the PRC June 26, 2016, to receive feedback and there
was agreement on the following maintenance improvements:
guardrails with three bird-safe glass/interpretive panels to promote
vegetation views;
City of Palo Alto Page 4
deck and siding replacement to match existing texture and colors;
gender neutral restroom upgrades;
wall-mounted birdhouses and roof soffit modifications; and
deck replacement with three new deck openings to allow closer views of
birds nesting at the roof eves while allowing tidal views beneath the Center.
The project received minor staff-level architectural review approval in July 2016.
Discussion
The project construction includes decking, siding and guardrail replacement,
fascia repairs, structural framing repairs, interior flooring refinishing, exterior
lighting replacement, electrical panel upgrades, ADA and restroom accessibility
upgrades, fire sprinkler heads replacement, piping and conduit repairs, and
additional design features described below.
Design Features
Bird deterrent glass panels will be inserted at three railing locations as an
interpretive feature. The glass panels will allow children to view the Baylands
through the glass. The removal of select deck sections will allow swallow
droppings to fall directly into the marsh. The deck openings to the marsh below
will act as an interpretive design feature while reducing the need for on-going
cleaning and maintenance. New guardrails will be installed for safety and
swallow-nesting boxes will be installed in areas favored by birds.
Project Coordination, Outreach and Permits
There are three separate CIP projects that involve coordination: Baylands
Boardwalk Improvements (PE-14018), Baylands Nature Interpretive Center Exhibit
Improvements (AC-14001), and Baylands Nature Interpretive Center Facility
Improvements (PE-15029). All three projects will be managed by Public Works
and Community Services Departments to ensure design decisions are coordinated
with the public. Center and Boardwalk exhibit designs will begin with public input
this fall. Exhibit final designs will follow Center construction improvements in
early 2017 and Boardwalk construction improvements in winter 2018. It is
anticipated the Center railing design will also be incorporated into the Boardwalk
project.
City of Palo Alto Page 5
The project will require canceling or rescheduling classes at the Center during the
temporary closure for construction. However, Community Services will continue
education programs at East Palo Alto’s Cooley Landing Nature Center during
project construction under an agreement with East Palo Alto and with an
anticipated minimal impact. The Boardwalk will be closed during construction.
The Center is located in areas of potential habitat for nesting avian species
protected under the Migratory Bird Treaty Act (MBTA) and other listed species
such as the Salt Marsh Harvest Mouse and the Ridgway’s Rail (formerly California
Clapper Rail). An on-site biologist will conduct surveys and inspections prior to
and during construction to determine the presence or absence of these species
and to verify that there will be no impact on a protected species. This project
does not require permits from the United States Army Corps of Engineers or
California Regional Water Quality Control Board. The project requires a San
Francisco Bay Conservation and Development Commission (BCDC) administrative
permit that was issued in September 2016. A Building permit for construction
was issued that included ARB requirements and conditions. Due to the age of the
facility the building is potentially eligible for the National Register of Historic
Places. The proposed project is consistent with the Secretary of the Interior’s
Standards for Historic Preservation. Because the project is consistent with these
standards, there is no potential for impact to a historic resource and a historic
evaluation is not required. Finally, a Park Improvement Ordinance is not required
as the project scope of work is primarily maintenance and code upgrades
qualifying for a Class 1 (Section 15301, Existing Facilities) Categorical Exemption.
Bid Process
On July 19, 2016, a notice inviting formal bids (IFB) for the Lucie Evans Baylands
Interpretive Center Improvements Project (PE-15029) was posted online. During
the 22 calendar-day bidding period, the electronic bid package was downloaded
by 11 builder’s exchanges and 12 contractors. One addendum was issued and
bids were received from two contractors on August 23, 2016. The bid results are
presented in the Bid Summary (Attachment C).
Summary of Bid Process
Bid Name/Number Lucy Evans Baylands Interpretive
Center Improvements Project (PE-15029)/
IFB# 165301
City of Palo Alto Page 6
Proposed Length of Project 5 months
Number of Bid Packages
downloaded by Builder’s
Exchanges
11
Number of Bid Packages
downloaded by Contractors
12
Total Days to Respond to Bid 22
Pre-Bid Meeting? Yes
Number of Bids Received: 2
Bid Price Range $586,802.49 - $868,259.50
Bids of $586,802.49 and $868,259.50 ranged from 9% below to 34% above the
engineer’s estimate of $646,040. Staff reviewed all bids and recommends the
base bid totaling $586,803 submitted by Buhler Commercial be accepted and
Buhler Commercial be declared the lowest responsible bidder. The contingency
amount of $58,680 represents ten percent of the total contract amount, and is
requested for additional but unforeseen work, which may develop during the
project.
Staff reviewed other similar projects performed by Buhler Commercial and there
were no significant complaints with their previous work. Staff also checked with
the Contractor's State License Board and found the contractor has an active
license on file.
Amendment No. One to Contract No. C15157772 with FOG Studio
FOG Studio and staff developed a plan to modify the exterior soffits and decking
and added swallow habitat boxes for nesting at designated locations. This
required additional design and coordination with the minor ARB approval process.
Design services included revisions to the ARB submittal package, evaluation and
design of deck openings, structural calculations, and bidding assistance necessary
to obtain construction bids.
For the bidding process and construction, services include bidding assistance such
as answering requests for information (RFI) from potential bidders and preparing
addenda. The scope provides construction administration services such as review
of contractor submittals, responses to RFIs from the construction contractor,
City of Palo Alto Page 7
review of construction progress payment applications and change order requests,
and attending on-site visits twice a month by FOG Studio to provide design
guidance, inspect project progress, and to ensure conformance with the Center’s
design aesthetic and functionality.
The original FOG Studio design contract included $97,900 for schematic design,
design development, and construction documents. Amendment No. 1 in the
amount of $60,730 funds includes $13,800 for design and bidding assistance
performed during the design phase and $40,000 for construction administration
services, with an additional $2,310 for reimbursable expenses and $4,620 for
additional services.
Resource Impact
Funding for the project is provided by Capital Improvement Program project PE-
15029, Baylands Nature Interpretive Center Facility Improvements. The project’s
funding is as follows:
Project Costs Prior Year
Actuals
(est.)
FY2017
Adopted
Budget
Recom-
mended
Adjust-ment
FY2017
Amended
Budget
Projected
Project Total
Design $257,910 $70,000 $70,000 $327,910
Construc-tion $606,546 $68,641 $675,187 $675,187
Total: $257,910 $676,546 $68,641 $745,187 $1,003,097
The FY 2017 Adopted Budget amount of $676,546 includes $322,000 in new
funding and $354,546 in reappropriations. An adjustment to the FY 2017 budget
in the amount of $68,641 is needed to award the construction contract to Buhler
Commercial, execute Amendment No. 1 to Contract No. C15157772 with FOG
Studio, and pay for miscellaneous expenses such as permitting, testing, printing
services,and plan review fees.
Policy Implications
Approval of the contracts is consistent with City policies.
Environmental Review
This project is categorically exempt from the California Environmental Quality Act
under section 15301, which addresses minor alterations and repairs to existing
City of Palo Alto Page 8
facilities. An administrative permit from the Bay Conservation and Development
Corporation (BCDC) is needed for construction. The contractor will be required to
implement design features identified as part of the proposed project to avoid
impacts on the environment. The City has a separate contract with a biologist
familiar with the ecology and habitat use of the Salt Marsh Harvest Mouse,
California Ridgway’s Rail, California Black Rail, and other special-status species
that have the potential to occur within the project area. The third-party biologist
will oversee construction activities. To avoid impacts to avian species protected
under the MBTA and California Fish and Game Code, the contractor may not
conduct outdoor, disruptive construction activities during the avian nesting
season (February 1 through August 31). Indoor non-disruptive construction
activities such as painting and finish plumbing may continue during the avian
nesting season to complete the project.
Next Steps
Staff anticipates construction completion in April 2017.
Attachments:
Attachment A: Buhler Commercial Construction Contract C17163501 (PDF)
Attachment B: FOG Studio Amendment No. 1 Contract (PDF)
Attachment C: Bid Summary (XLS)
Invitation for Bid (IFB) Package 1 Rev. April 27, 2016
CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
Contract No. C17163501
Lucy Evans Baylands Interpretive Center Improvements
Project
Attachment A
Invitation for Bid (IFB) Package 2 Rev. April 27, 2016
CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
TABLE OF CONTENTS
SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6
1.1 Recitals…………………………………………………………………………………………………………………….6
1.2 Definitions……………………………………………………………………………………………………………….6
SECTION 2 THE PROJECT………………………………………………………………………………………………………...6
SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7
3.1 List of Documents…………………………………………………………………………………………….........7
3.2 Order of Precedence……………………………………………………………………………………………......7
SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8
4.1 Contractor's Duties…………………………………………………………………………………………………..8
SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8
5.1 Contractor's Co-operation………………………………………………………………………………………..8
SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8
6.1 Time Is of Essence…………………………………………………………………………………………………….8
6.2 Commencement of Work…………………………………………………………………………………………8
6.3 Contract Time…………………………………………………………………………………………………………..8
6.4 Liquidated Damages…………………………………………………………………………………………………8
6.4.1 Other Remedies……………………………………………………………………………………………………..9
6.5 Adjustments to Contract Time………………………………………………………………………………….9
SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9
7.1 Contract Sum……………………………………………………………………………………………………………9
7.2 Full Compensation……………………………………………………………………………………………………9
SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9
8.1 Standard of Care…………………………………………………………………………………..…………………9
SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10
9.1 Hold Harmless……………………………………………………………………………………………………….10
9.2 Survival…………………………………………………………………………………………………………………10
SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10
10.1 Municipal Code Requirement…………….………………………………..……………………………….10
SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10
Invitation for Bid (IFB) Package 3 Rev. April 27, 2016
CONSTRUCTION CONTRACT
11.1 Evidence of Coverage…………………………………………………………………………………………..10
SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11
12.1 Assignment………………………………………………………………………………………………………….11
12.2 Assignment by Law.………………………………………………………………………………………………11
SECTION 13 NOTICES …………………………………………………………………………………………………………….11
13.1 Method of Notice …………………………………………………………………………………………………11
13.2 Notice Recipents ………………………………………………………………………………………………….11
13.3 Change of Address……………………………………………………………………………………………….12
SECTION 14 DEFAULT…………………………………………………………………………………………………………...12
14.1 Notice of Default………………………………………………………………………………………………….12
14.2 Opportunity to Cure Default…………………………………………………………………………………12
SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13
15.1 Remedies Upon Default……………………………………………………………………………………….13
15.1.1 Delete Certain Services…………………………………………………………………………………….13
15.1.2 Perform and Withhold……………………………………………………………………………………..13
15.1.3 Suspend The Construction Contract…………………………………………………………………13
15.1.4 Terminate the Construction Contract for Default………………………………………………13
15.1.5 Invoke the Performance Bond………………………………………………………………………….13
15.1.6 Additional Provisions……………………………………………………………………………………….13
15.2 Delays by Sureties……………………………………………………………………………………………….13
15.3 Damages to City…………………………………………………………………………………………………..14
15.3.1 For Contractor's Default…………………………………………………………………………………..14
15.3.2 Compensation for Losses…………………………………………………………………………………14
15.4 Suspension by City……………………………………………………………………………………………….14
15.4.1 Suspension for Convenience……………………………………………………………………………..14
15.4.2 Suspension for Cause………………………………………………………………………………………..14
15.5 Termination Without Cause…………………………………………………………………………………14
15.5.1 Compensation………………………………………………………………………………………………….15
15.5.2 Subcontractors………………………………………………………………………………………………..15
15.6 Contractor’s Duties Upon Termination………………………………………………………………...15
SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16
16.1 Contractor’s Remedies……………………………………..………………………………..………………….16
Invitation for Bid (IFB) Package 4 Rev. April 27, 2016
CONSTRUCTION CONTRACT
16.1.1 For Work Stoppage……………………………………………………………………………………………16
16.1.2 For City's Non-Payment…………………………………………………………………………………….16
16.2 Damages to Contractor………………………………………………………………………………………..16
SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16
17.1 Financial Management and City Access………………………………………………………………..16
17.2 Compliance with City Requests…………………………………………………………………………….17
SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17
18.1 Status of Parties……………………………………………………………………………………………………17
SECTION 19 NUISANCE……………………………………………………………………………………………………….…17
19.1 Nuisance Prohibited……………………………………………………………………………………………..17
SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17
20.1 Payment of Fees…………………………………………………………………………………………………..17
SECTION 21 WAIVER…………………………………………………………………………………………………………….17
21.1 Waiver………………………………………………………………………………………………………………….17
SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18
22.1 Governing Law…………………………………………………………………………………………………….18
22.2 Compliance with Laws…………………………………………………………………………………………18
22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18
SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18
23.1 Integration………………………………………………………………………………………………………….18
SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18
24.1 Survival of Provisions……………………………………………………………………………………………18
SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18
SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19
26.1 Appropriation………………………………………………………………………………………………………19
SECTION 27 AUTHORITY……………………………………………………………………………………………………….19
27.1 Representation of Parties…………………………………………………………………………………….19
SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19
28.1 Multiple Counterparts………………………………………………………………………………………….19
SECTION 29 SEVERABILITY……………………………………………………………………………………………………19
29.1 Severability………………………………………………………………………………………………………….19
SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19
Invitation for Bid (IFB) Package 5 Rev. April 27, 2016
CONSTRUCTION CONTRACT
30.1 Amendments of Laws…………………………………………………………………………………………..19
SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19
31.1 Workers Compensation…………………………………………………………………………………….19
SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20
32.1 General Notice to Contractor…………………………………………………………………………….20
32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20
32.3 DIR Registration Required…………………………………………………………………………………20
32.4 Posting of Job Site Notices…………………………………………………………………………………20
32.5 Payroll Records…………………………………………………………………………………………………20
Invitation for Bid (IFB) Package 6 Rev. April 27, 2016
CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
THIS CONSTRUCTION CONTRACT entered into on September 19, 2019 (“Execution Date”) by and between
the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Buhler Commercial
("Contractor"), is made with reference to the following:
R E C I T A L S:
A. City is a municipal corporation duly organized and validly existing under the laws of the State of
California with the power to carry on its business as it is now being conducted under the statutes of the
State of California and the Charter of City.
B. Contractor is a California Corporation duly organized and in good standing in the State of
California, Contractor’s License Number 1003262 and Department of Industrial Relations Registration
Number 1000040432. Contractor represents that it is duly licensed by the State of California and has the
background, knowledge, experience and expertise to perform the obligations set forth in this Construction
Contract.
C. On July 28, 2016, City issued an Invitation for Bids (IFB165301) to contractors for the Lucy Evans
Baylands Interpretive Center Improvements Project (“Project”). In response to the IFB, Contractor
submitted a Bid.
D. City and Contractor desire to enter into this Construction Contract for the Project, and other
services as identified in the Contract Documents for the Project upon the following terms and conditions.
NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between the undersigned parties as follows:
SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS.
1.1 Recitals.
All of the recitals are incorporated herein by reference.
1.2 Definitions.
Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General
Conditions. If there is a conflict between the definitions in this Construction Contract and in the General
Conditions, the definitions in this Construction Contract shall prevail.
SECTION 2 THE PROJECT.
The Project is the Lucy Evans Baylands Interpretive Center Improvements Project, located at 2775
Embarcadero Road, Palo Alto, CA. 94303 ("Project").
Invitation for Bid (IFB) Package 7 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 3 THE CONTRACT DOCUMENTS.
3.1 List of Documents.
The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist
of the following documents which are on file with the Purchasing Division and are hereby incorporated by
reference.
1) Change Orders
2) Field Orders
3) Contract
4) Bidding Addenda
5) Special Provisions
6) General Conditions
7) Project Plans and Drawings
8) Technical Specifications
9) Instructions to Bidders
10) Invitation for Bids
11) Contractor's Bid/Non-Collusion Declaration
12) Reports listed in the Contract Documents
13) Public Works Department’s Standard Drawings and Specifications (most current version at
time of Bid)
14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current
version at time of Bid)
15) City of Palo Alto Traffic Control Requirements
16) City of Palo Alto Truck Route Map and Regulations
17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre-
Qualification Checklist (if applicable)
18) Performance and Payment Bonds
3.2 Order of Precedence.
For the purposes of construing, interpreting and resolving inconsistencies between and among the
provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the
preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City
shall have the sole power to decide which document or provision shall govern as may be in the best
interests of the City.
Invitation for Bid (IFB) Package 8 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 4 CONTRACTOR’S DUTY.
4.1 Contractor’s Duties
Contractor agrees to perform all of the Work required for the Project, as specified in the Contract
Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all
things necessary and incidental for the timely performance and completion of the Work, including, but not
limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless
otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete
the Work in a professional and expeditious manner and to meet or exceed the performance standards
required by the Contract Documents.
SECTION 5 PROJECT TEAM.
5.1 Contractor’s Co-operation.
In addition to Contractor, City has retained, or may retain, consultants and contractors to provide
professional and technical consultation for the design and construction of the Project. The Contract
requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other
members of the Project Team and other contractors retained by City to construct other portions of the
Project.
SECTION 6 TIME OF COMPLETION.
6.1 Time Is of Essence.
Time is of the essence with respect to all time limits set forth in the Contract Documents.
6.2 Commencement of Work.
Contractor shall commence the Work on the date specified in City’s Notice to Proceed.
6.3 Contract Time.
Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed
not later than .
Within One Hundred Fifty calendar days (150) after the commencement date specified in
City’s Notice to Proceed.
By executing this Construction Contract, Contractor expressly waives any claim for delayed early
completion.
6.4 Liquidated Damages.
Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of
the entire Work within the Contract Time, including any approved extensions thereto, City may assess
liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion,
based on the amount of One thousand dollars ($1,000) per day, or as otherwise specified in the Special
Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified
elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial
Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable
Invitation for Bid (IFB) Package 9 Rev. April 27, 2016
CONSTRUCTION CONTRACT
estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled
to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor,
including, but not limited to, setoff against release of retention. If the total amount of liquidated damages
assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from
Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial
Completion, shall not operate as a waiver of City’s right to assess liquidated damages.
6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may
have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial
Completion of the entire Work within the Contract Time.
6.5 Adjustments to Contract Time.
The Contract Time may only be adjusted for time extensions approved by City and memorialized in a
Change Order approved in accordance with the requirements of the Contract Documents.
SECTION 7 COMPENSATION TO CONTRACTOR.
7.1 Contract Sum.
Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract
Documents the Contract Sum of Five Hundred Eighty Six Thousand Eight Hundred Three Dollars ($586,803).
[This amount includes the Base Bid and Alternate ___ ]
7.2 Full Compensation.
The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor
and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all
Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties
or obstructions which may arise or be encountered in performance of the Work until its Acceptance by
City, all risks connected with the Work, and any and all expenses incurred due to suspension or
discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted
for Change Orders approved in accordance with the requirements of the Contract Documents.
SECTION 8 STANDARD OF CARE.
8.1 Standard of Care.
Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised
personnel. All services performed in connection with this Construction Contract shall be performed in a
manner consistent with the standard of care under California law applicable to those who specialize in
providing such services for projects of the type, scope and complexity of the Project.
Invitation for Bid (IFB) Package 10 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 9 INDEMNIFICATION.
9.1 Hold Harmless.
To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City
Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter
individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal
counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including,
without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or
arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or
omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work
or its failure to comply with any of its obligations under the Contract, except such Liability caused by the
active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any
costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract
Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against
City or any other Indemnitee.
Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of
any third-party claim relating to the Contract.
9.2 Survival.
The provisions of Section 9 shall survive the termination of this Construction Contract.
SECTION 10 NON-DISCRIMINATION.
10.1 Municipal Code Requirement.
As set forth in Palo Alto Municipal Code section 2.30.510, Contractor 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, weight or height of such person. Contractor 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 will comply with all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 11 INSURANCE AND BONDS.
11.1 Evidence of coverage.
Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with
evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all
requirements in Article 11 of the General Conditions.
Invitation for Bid (IFB) Package 11 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 12 PROHIBITION AGAINST TRANSFERS.
12.1 Assignment.
City is entering into this Construction Contract in reliance upon the stated experience and qualifications of
the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not
assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by
operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or
transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract
and grounds for default in addition to any other legal or equitable remedy available to the City.
12.2 Assignment by Law.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of
Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor
is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of
Contractor, shall be construed as an assignment of this Construction Contract. Control means more than
fifty percent (50%) of the voting power of the corporation or other entity.
SECTION 13 NOTICES.
13.1 Method of Notice.
All notices, demands, requests or approvals to be given under this Construction Contract shall be given in
writing and shall be deemed served on the earlier of the following:
(i) On the date delivered if delivered personally;
(ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and
addressed as hereinafter provided;
(iii) On the date sent if sent by facsimile transmission;
(iv) On the date sent if delivered by electronic mail; or
(v) On the date it is accepted or rejected if sent by certified mail.
13.2 Notice to Recipients.
All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from
Contractor to City shall include the Project name and the number of this Construction Contract and shall be
addressed to City at:
To City: City of Palo Alto
City Clerk
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
Copy to: City of Palo Alto
Public Works Administration
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Elizabeth Ames
AND
[Include Construction Manager, If Applicable.]
Invitation for Bid (IFB) Package 12 Rev. April 27, 2016
CONSTRUCTION CONTRACT
City of Palo Alto
Utilities Engineering
250 Hamilton Avenue
Palo Alto, CA 94301
Attn:
In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the
following:
Palo Alto City Attorney’s Office
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, California 94303
All Claims shall be delivered personally or sent by certified mail.
All notices, demands, requests or approvals from City to Contractor shall be addressed to:
Buhler Commercial
400 Brannan Street, Suite 204
San Francisco, CA 94107
Attn: Steve Buhler
13.3 Change of Address.
In advance of any change of address, Contractor shall notify City of the change of address in writing. Each
party may, by written notice only, add, delete or replace any individuals to whom and addresses to which
notice shall be provided.
SECTION 14 DEFAULT.
14.1 Notice of Default.
In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any
of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract
Documents, City may give written notice of default to Contractor in the manner specified for the giving of
notices in the Construction Contract, with a copy to Contractor’s performance bond surety.
14.2 Opportunity to Cure Default.
Except for emergencies, Contractor shall cure any default in performance of its obligations under the
Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt
of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will
commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require)
and will diligently and continuously prosecute such cure to completion within a reasonable time, which
shall in no event be later than ten (10) Days after receipt of such written notice.
Invitation for Bid (IFB) Package 13 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 15 CITY'S RIGHTS AND REMEDIES.
15.1 Remedies Upon Default.
If Contractor fails to cure any default of this Construction Contract within the time period set forth above
in Section 14, then City may pursue any remedies available under law or equity, including, without
limitation, the following:
15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete
certain portions of the Work, reserving to itself all rights to Losses related thereto.
15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage
others to perform the Work or portion of the Work that has not been adequately performed by
Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to
itself all rights to Losses related thereto.
15.1.3 Suspend The Construction Contract. City may, without terminating the Construction
Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of
this Construction Contract for as long a period of time as City determines, in its sole discretion,
appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract
Time, and shall have no liability to Contractor for damages if City directs Contractor to resume
Work.
15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate
this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure
any default as required by Section 14. City’s election to terminate the Construction Contract for
default shall be communicated by giving Contractor a written notice of termination in the manner
specified for the giving of notices in the Construction Contract. Any notice of termination given to
Contractor by City shall be effective immediately, unless otherwise provided therein.
15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction
Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the
Performance Bond.
15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract
are cumulative, and shall be in addition to those rights and remedies available in law or in equity.
Designation in the Contract Documents of certain breaches as material shall not waive the City’s
authority to designate other breaches as material nor limit City’s right to terminate the
Construction Contract, or prevent the City from terminating the Agreement for breaches that are
not material. City’s determination of whether there has been noncompliance with the
Construction Contract so as to warrant exercise by City of its rights and remedies for default under
the Construction Contract, shall be binding on all parties. No termination or action taken by City
after such termination shall prejudice any other rights or remedies of City provided by law or
equity or by the Contract Documents upon such termination; and City may proceed against
Contractor to recover all liquidated damages and Losses suffered by City.
15.2 Delays by Sureties.
Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for
completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the
date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete
the Work under the Contract, and City may immediately make arrangements for the completion of the
Work through use of its own forces, by hiring a replacement contractor, or by any other means that City
determines advisable under the circumstances. Contractor and its surety shall be jointly and severally
Invitation for Bid (IFB) Package 14 Rev. April 27, 2016
CONSTRUCTION CONTRACT
liable for any additional cost incurred by City to complete the Work following termination. In addition, City
shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at
the Worksite for the purposes of completing the remaining Work.
15.3 Damages to City.
15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or
equity in the event of Contractor’s default under the Contract Documents.
15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default
under the Contract Documents, City shall be entitled to deduct the cost of such Losses from
monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount
payable, Contractor shall be liable to City for the difference and shall promptly remit same to City.
15.4 Suspension by City
15.4.1 Suspension for Convenience. City may, at any time and from time to time, without
cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for
such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order
shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order,
Contractor shall, at City’s expense, comply with the order and take all reasonable steps to
minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or
extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change
Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or
expires, Contractor shall resume and continue with the Work. A Change Order will be issued to
cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such
suspension. A Suspension Order shall not be the exclusive method for City to stop the Work.
15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor
fails to perform or correct work in accordance with the Contract Documents, City may
immediately order the Work, or any portion thereof, suspended until the cause for the suspension
has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in
Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply
with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to
suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to
Contractor’s failure to comply with the requirements of the Contract Documents.
15.5 Termination Without Cause.
City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole
upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply
with the notice and take all reasonable steps to minimize costs to close out and demobilize. The
compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive
compensation for such termination and Contractor waives any claim for other compensation or Losses,
including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other
consequential, direct, indirect or incidental damages of any kind resulting from termination without cause.
Termination pursuant to this provision does not relieve Contractor or its sureties from any of their
obligations for Losses arising from or related to the Work performed by Contractor.
Invitation for Bid (IFB) Package 15 Rev. April 27, 2016
CONSTRUCTION CONTRACT
15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt
of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City
shall pay the following to Contractor as Contractor’s sole compensation for performance of the
Work :
.1 For Work Performed. The amount of the Contract Sum allocable to the portion of the
Work properly performed by Contractor as of the date of termination, less sums previously paid to
Contractor.
.2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors:
(i) Demobilizing and
(ii) Administering the close-out of its participation in the Project (including, without
limitation, all billing and accounting functions, not including attorney or expert fees) for a
period of no longer than thirty (30) Days after receipt of the notice of termination.
.3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site
which were fabricated for subsequent incorporation in the Work.
.4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of
the above items, provided Contractor can prove a likelihood that it would have made a profit if
the Construction Contract had not been terminated.
15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase
orders and other contracts permitting termination for convenience by Contractor on terms that
are consistent with this Construction Contract and that afford no greater rights of recovery against
Contractor than are afforded to Contractor against City under this Section.
15.6 Contractor’s Duties Upon Termination.
Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice
directs otherwise, do the following:
(i) Immediately discontinue the Work to the extent specified in the notice;
(ii) Place no further orders or subcontracts for materials, equipment, services or facilities,
except as may be necessary for completion of such portion of the Work that is not
discontinued;
(iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the
notice of termination, of all subcontracts, purchase orders and contracts that are
outstanding, including, without limitation, the terms of the original price, any changes,
payments, balance owing, the status of the portion of the Work covered and a copy of
the subcontract, purchase order or contract and any written changes, amendments or
modifications thereto, together with such other information as City may determine
necessary in order to decide whether to accept assignment of or request Contractor to
terminate the subcontract, purchase order or contract;
(iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions
thereof, that City elects to accept by assignment and cancel, on the most favorable terms
reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof,
that City does not elect to accept by assignment; and
(v) Thereafter do only such Work as may be necessary to preserve and protect Work already
in progress and to protect materials, plants, and equipment on the Project Site or in
transit thereto.
Upon termination, whether for cause or for convenience, the provisions of the Contract
Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees,
Invitation for Bid (IFB) Package 16 Rev. April 27, 2016
CONSTRUCTION CONTRACT
submittals of as-built drawings, instructions, or manuals, or other such rights and obligations
arising prior to the termination date.
SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES.
16.1 Contractor’s Remedies.
Contractor may terminate this Construction Contract only upon the occurrence of one of the following:
16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act
or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any
Subcontractor, due to issuance of an order of a court or other public authority other than City
having jurisdiction or due to an act of government, such as a declaration of a national emergency
making material unavailable. This provision shall not apply to any work stoppage resulting from
the City’s issuance of a suspension notice issued either for cause or for convenience.
16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within
ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the
Construction Contract (30) days following a second notice to City of Contractor’s intention to
terminate the Construction Contract.
16.2 Damages to Contractor.
In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in
Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation
and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of
anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental
damages, of any kind.
SECTION 17 ACCOUNTING RECORDS.
17.1 Financial Management and City Access.
Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper
financial management under this Construction Contract in accordance with generally accepted accounting
principles and practices. City and City's accountants during normal business hours, may inspect, audit and
copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence,
instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data
relating to this Project. Contractor shall retain these documents for a period of three (3) years after the
later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such
longer period as may be required by law.
Invitation for Bid (IFB) Package 17 Rev. April 27, 2016
CONSTRUCTION CONTRACT
17.2 Compliance with City Requests.
Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent
to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's
right to receive further payments under the Contract Documents. City many enforce Contractor’s
obligation to provide access to City of its business and other records referred to in Section 17.1 for
inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court
of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral
testimony.
SECTION 18 INDEPENDENT PARTIES.
18.1 Status of parties.
Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’
of the other party. City, its officers or employees shall have no control over the conduct of Contractor or
its respective agents, employees, subconsultants, or subcontractors, except as herein set forth.
SECTION 19 NUISANCE.
19.1 Nuisance Prohibited.
Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in
connection in the performance of services under this Construction Contract.
SECTION 20 PERMITS AND LICENSES.
20.1 Payment of Fees.
Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall
provide, procure and pay for all licenses, permits, and fees, required by the City or other government
jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses
for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation
shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set
forth in the licenses or permits issued by other agencies.
SECTION 21 WAIVER.
21.1 Waiver.
A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be
deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition
contained herein, whether of the same or a different character.
Invitation for Bid (IFB) Package 18 Rev. April 27, 2016
CONSTRUCTION CONTRACT
SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS.
22.1 Governing Law.
This Construction Contract shall be construed in accordance with and governed by the laws of the State of
California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no
other place.
22.2 Compliance with Laws.
Contractor shall comply with all applicable federal and California laws and city laws, including, without
limitation, ordinances and resolutions, in the performance of work under this Construction Contract.
22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of
the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from
time to time. In particular, for any employee otherwise entitled to the State minimum wage, who
performs at least two (2) hours of work in a calendar week within the geographic boundaries of
the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo
Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of
the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum
Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 23 COMPLETE AGREEMENT.
23.1 Integration.
This Agreement represents the entire and integrated agreement between the parties and supersedes all
prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended
only by a written instrument, which is signed by the parties.
SECTION 24 SURVIVAL OF CONTRACT.
24.1 Survival of Provisions.
The provisions of the Construction Contract which by their nature survive termination of the Construction
Contract or Final Completion, including, without limitation, all warranties, indemnities, payment
obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect
after Final Completion or any termination of the Construction Contract.
SECTION 25 PREVAILING WAGES.
This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the
performance and implementation of the Project in accordance with SB 7, if the public works contract does
not include a project of $25,000 or less, when the project is for construction work, or the contract does not
include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance
(collectively, ‘improvement’) work.
Or
Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the
California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code.
Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has
obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work
in this locality for each craft, classification, or type of worker needed to execute the contract for this
Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be
Invitation for Bid (IFB) Package 19 Rev. April 27, 2016
CONSTRUCTION CONTRACT
obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of
prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates
as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to,
Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
SECTION 26 NON-APPROPRIATION.
26.1 Appropriations.
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 the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY.
27.1 Representation of Parties.
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.
SECTION 28 COUNTERPARTS
28.1 Multiple Counterparts.
This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties,
constitute a single binding agreement.
SECTION 29 SEVERABILITY.
29.1 Severability.
In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not be affected.
SECTION 30 STATUTORY AND REGULATORY REFERENCES.
30.1 Amendments to Laws.
With respect to any amendments to any statutes or regulations referenced in these Contract Documents,
the reference is deemed to be the version in effect on the date that the Contract was awarded by City,
unless otherwise required by law.
SECTION 31 WORKERS’ COMPENSATION CERTIFICATION.
31.1 Workers Compensation.
Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be
insured against liability for workers’ compensation or to undertake self-insurance in accordance with the
Invitation for Bid (IFB) Package 20 Rev. April 27, 2016
CONSTRUCTION CONTRACT
provisions of that code, and I will comply with such provisions before commencing the performance of the
Work on this Contract.”
SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS.
32.1 General Notice to Contractor.
City requires Contractor and its listed subcontractors to comply with the requirements of SB 854.
32.2 Labor Code section 1771.1(a)
City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which
reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the
requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract
for public work, as defined in this chapter, unless currently registered and qualified to perform public work
pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a
bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5
of the Public Contract Code, provided the contactor is registered to perform public work pursuant to
Section 1725.5 at the time the contract is awarded.”
32.3 DIR Registration Required.
City will not accept a bid proposal from or enter into this Construction Contract with Contractor without
proof that Contractor and its listed subcontractors are registered with the California Department of
Industrial Relations (“DIR”) to perform public work, subject to limited exceptions.
32.4 Posting of Job Site Notices.
City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site
notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and
enforcement by DIR.
32.5 Payroll Records.
City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code
section 1776, including:
(i) Keep accurate payroll records, showing the name, address, social security
number, work classification, straight time and overtime hours worked each day
and week, and the actual per diem wages paid to each journeyman, apprentice,
worker, or other employee employed by, respectively, Contractor and its listed
subcontractors, in connection with the Project.
(ii) The payroll records shall be verified as true and correct and shall be certified
and made available for inspection at all reasonable hours at the principal office
of Contractor and its listed subcontractors, respectively.
(iii) At the request of City, acting by its project manager, Contractor and its listed
subcontractors shall make the certified payroll records available for inspection
Invitation for Bid (IFB) Package 21 Rev. April 27, 2016
CONSTRUCTION CONTRACT
or furnished upon request to the project manager within ten (10) days of receipt
of City’s request.
City requests Contractor and its listed subcontractors to submit the certified
payroll records to the project manager at the end of each week during the
Project.
(iv) If the certified payroll records are not produced to the project manager within
the 10-day period, then Contractor and its listed subcontractors shall be subject
to a penalty of one hundred dollars ($100.00) per calendar day, or portion
thereof, for each worker, and City shall withhold the sum total of penalties from
the progress payment(s) then due and payable to Contractor. This provision
supplements the provisions of Section 15 hereof.
(v) Inform the project manager of the location of contractor’s and its listed
subcontractors’ payroll records (street address, city and county) at the
commencement of the Project, and also provide notice to the project manager
within five (5) business days of any change of location of those payroll records.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed
this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager (Contract over $85k)
Purchasing Manager (Contract over $25k)
Contracts Administrator (Contract under $25k)
APPROVED AS TO FORM:
City Attorney or designee
(Contract over $25k)
Contracts Administrator
(Checklist Approval)
PWD APPROVED:
Public Works Director
BUHLER COMMERCIAL
Officer 1
By:
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By:
Name:
Title:
1 Revision April 28, 2014
AMENDMENT NO. 1 TO CONTRACT NO. C15157772
BETWEEN THE CITY OF PALO ALTO AND
FOG STUDIO
This Amendment No. 1 to Contract No. C15157772 (“Contract”) is entered into on September 19,
2016, by and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and FOG STUDIO, a California General Partnership, located at 8106 Terrace Drive, El
Cerrito, CA 94530 (“CONSULTANT”).
R E C I T A L S
A.The Contract was entered into between the parties for the provision of design
services for improvements to the Baylands Interpretive Center (“Project”).
B.The parties wish to amend the Contract to increase the scope of services to
include additional engineering and architectural services during design, bidding assistance and
construction administration during construction for the Baylands Interpretive Center , add $56,110
for the services and reimbursable expenses described in this Amendment No. 1 and $4,620 for
additional services for unforeseen conditions. The total contract compensation is increased by
$60,730.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this
Amendment, the parties agree:
SECTION 1. Section 1, SCOPE OF SERVICES is hereby amended to read as follows:
Consultant shall perform the services described in Exhibit “A” and Exhibit A-1 as revised in
accordance with the terms and conditions contained in this Agreement. The performance of all
Services shall be to the reasonable satisfaction of the CITY.
SECTION 2, Section 3, SCHEDULE OF PERFROMANCE is hereby amended to read as follows:
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 and Exhibit B-1”, 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. 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 3. Section 4, NOT TO EXCEED COMPENSATION is hereby amended to read as
follows:
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1 Attachment B
2 Revision April 28, 2014
The total compensation to be paid to CONSULTANT for performance of the Services described in
Exhibit “A and Exhibit A-1”, including both payment for professional services and reimbursable
expenses, shall not exceed One Hundred Forty Five Thousand One Hundred Ten Dollars ($145,110).
In the event Additional Services are authorized, the total compensation for Services, Additional
Services and reimbursable expenses shall not exceed One Hundred Fifty Eight Thousand Six
Hundred Thirty Dollars ($158,630). The applicable rates and schedule of payment are set out in
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this
Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the
provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional
Services 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” and Exhibit “A-1”.
SECTION 4. The following exhibits to the Contract are hereby added or amended to read as set
forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a. Exhibit “A-1” entitled “SCOPE OF SERVICES”.
b. EXHIBIT “B-1”: SCHEDULE OF PERFORMANCE
c. Exhibit “C” entitled “COMPENSATION”.
SECTION 5. Except as herein modified, all other provisions of the Contract, including any exhibits
and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this
Amendment on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
_____________________________
City Attorney or Designee
FOG STUDIO
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT "A-1": SCOPE OF SERVICES
EXHIBIT “B-1”: SCHEDULE OF PERFORMANCE
EXHIBIT "C”: COMPENSATION
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1
Owner / Partner, FOG Studio
Tiffany Redding
3 Revision April 28, 2014
EXHIBIT A-1
SCOPE OF SERVICES
AMENDMENT NO. 1
BACKGROUND
The FOG Studio design team has met its current contract requirement for providing Engineering and
Architectural Services to the City for the Lucy Evans Baylands Interpretive Center Improvements
Project. These efforts have exhausted the team’s currently approved budget. The original Contract
also didn’t include bidding assistance and construction administration.
The purpose of this amendment is to provide for additional design, bidding assistance and
construction administration services associated with the Project.
Task 1: Design and Bidding Assistance
Provide design services for the preparation and revisions for the Architectural Review Board (ARB)
submittals as well as a structural assessment and design of the exterior deck openings for the
Project. Provide assistance during the construction bid phase.
The Consultant shall complete the following during the design and construction bidding:
1. Compilation of drawings and materials previously submitted, as required for ARB minor level
review.
2. Revisions as required by the City to develop the ARB package submittals.
3.Attend one (1) pre-bid site visit with potential bidders.
4.Structural Engineer’s evaluation and design of exterior deck openings.
a. Provide schematic strengthening recommendations with details and narrative.
b. Mark-up Architectural drawings to incorporate recommendations.
c. Provide required calculations related to exterior deck openings.
5.Structural Engineer’s response to comments /clarifications as required relating to the exterior
deck openings.
Task 2: Construction Administration
Provide Construction Administration. Task 2 is assuming work will occur from October 2016 through
April 2017.
The Consultant shall:
1. Provide assistance during construction phase answering RFI’s, preparing Field Reports,
reviewing submittals, reviewing change orders, preparing punch list and reviewing applications
for payment.
2. Attend one (1) pre-construction meeting with selected contractor.
3.Attend an average of two (2) on-site weekly meetings every month during construction. Any
additional meetings shall be done via tele-conference call. Mechanical, plumbing, electrical and
structural sub-consultants shall join the weekly construction meetings via tele-conference call
if necessary.
4 Revision April 28, 2014
4.Review mark-ups from Contractor for As-Built drawings, include all changes and differing
conditions and provide a plan set in AutoCAD.
5 Revision April 28, 2014
EXHIBIT “B-1”
SCHEDULE OF PERFORMANCE
AMENDMENT NO. 1
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.
Milestones Completion
Weeks from NTP
1. Task 1: Design and Bidding Assistance Completed
2. Task 2: Construction Administration 30
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1
6 Revision April 28, 2014
EXHIBIT C
COMPENSATION
AMENDMENT NO. 1
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 attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
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, and the total compensation for Additional Services
do not exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $29,150
(Schematic Design)
Task 2 $28,150
(Design Development)
Task 3 $29,700
(Construction Documents)
Task 4 $0
(Permits)
Sub-total Basic Services $87,000
Reimbursable Expenses $2,000
Total Basic Services and Reimbursable expenses $89,000
Additional Services (Not to Exceed) $8,900.00
Original Contract Total Compensation $97,900
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1
7 Revision April 28, 2014
AMENDMENT NO. 1
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 as per Exhibit A-1 $13,800
(Design and Bidding Assistance)
Task 2 as per Exhibit A-1 $40,000
(Construction Administration)
Sub-total Basic Services $53,800
Reimbursable Expenses $2,310
Total Basic Services and Reimbursable expenses $56,110
Additional Services (Not to Exceed) $4,620
Amendment No. 1 Total Compensation $60,730
Maximum Total Contract Compensation $158,630
(Original contract Staff Report ID #5760 and Amendment No.1)
REIMBURSABLE EXPENSES
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. Expenses for which
CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed
at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses
for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission
and postage charges are reimbursable at actual cost.
C. Presentation boards and mounting.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any
expense anticipated to be more than $500.00 shall be approved in advance by the CITY’s project
manager.
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1
8 Revision April 28, 2014
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-1. The additional services scope, schedule and
maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project
Manager and CONSULTANT prior to commencement of the services. Payment for additional
services is subject to all requirements and restrictions in this Agreement
DocuSign Envelope ID: C9CD9585-73B8-4940-BB58-405E6FE9BCA1
CITY OF Palo Alto -Baylands Interpretive Center
Bid Summary Attachment C
DATE:8/23/2016
ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL UNIT PRICE TOTAL UNIT PRICE TOTAL
BASE BID
1 Mobilization and Demobilization LS 1 $75,000.00 $75,000.00 $15,950.00 $15,950.00 $22,500.00 $22,500.00
2 Demolition, Removal, Cutting and Patching LS 1 $35,000.00 $35,000.00 $50,674.00 $50,674.00 $47,500.00 $47,500.00
3 Upgrade and Reconfigure Interior Restrooms LS 1 $95,000.00 $95,000.00 $65,194.03 $65,194.03 $91,300.00 $91,300.00
4 Upgrade Electrical, Fire Protection, Mechanical and Plumbing System LS 1 $105,000.00 $105,000.00 $93,565.35 $93,565.35 $236,000.00 $236,000.00
5 Epoxy Injection at Split Columns EA 9 $300.00 $2,700.00 $561.11 $5,049.99 $6,500.00 $58,500.00
6 Strengthen Floor Connections (Decks and Building)GSF 5,495 $3.00 $16,485.00 $1.57 $8,627.15 $5.20 $28,574.00
7 Replace Deteriorated MEP Supports Below the Floor (Deck and Building)GSF 5,495 $2.00 $10,990.00 $0.78 $4,286.10 $3.90 $21,430.50
8 Strengthen Roof Connections Between Roof Joists and Girders GSF 4,450 $3.00 $13,350.00 $0.80 $3,560.00 $10.40 $46,280.00
9 Protect Exposed Ends oF Glulam Beams EA 32 $120.00 $3,840.00 $60.00 $1,920.00 $575.00 $18,400.00
10 Provide and Install Exterior Siding SF 1,375 $25.00 $34,375.00 $40.88 $56,210.00 $15.60 $21,450.00
11 Provide and Install Exterior Decking SF 1,850 $17.00 $31,450.00 $43.04 $79,624.00 $13.00 $24,050.00
12 Provide and Install Exterior Guardrails LF 320 $235.00 $75,200.00 $121.54 $38,892.80 $260.00 $83,200.00
13 Painting and Coating LS 1 $20,000.00 $20,000.00 $27,995.00 $27,995.00 $32,500.00 $32,500.00
14 Provide and Install New Fascias LF 350 $37.00 $12,950.00 $107.51 $37,628.50 $25.00 $8,750.00
15 Refurbish Fascia Boards LS 1 $10,000.00 $10,000.00 $7,481.00 $7,481.00 $19,600.00 $19,600.00
16 Provide and Install Swallow Habitat Boxes LS 1 $5,000.00 $5,000.00 $1,680.00 $1,680.00 $7,800.00 $7,800.00
17 Modifications to Exterior Soffits to Accommodate Nesting Swallow Habitat Boxes LS 1 $35,000.00 $35,000.00 $2,870.00 $2,870.00 $6,500.00 $6,500.00
18 Refurbish Interior Wood Flooring SF 2,450 $6.00 $14,700.00 $4.43 $10,853.50 $6.50 $15,925.00
19 Project Management, Coordination and Closeout LS 1 $50,000.00 $50,000.00 $74,741.07 $74,741.07 $78,000.00 $78,000.00
TOTAL BASE BID $646,040.00 $586,802.49 $868,259.50
ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL UNIT PRICE TOTAL UNIT PRICE TOTAL
ADD ALTERNATIVE
1 Provide full-fill rigid polyisocyanurate insulation boards to meet R-19 in all exterior walls LS 1 $15,000.00 $15,000.00 $32,330.00 $32,330.00 $13,600.00 $13,600.00
TOTAL ADD ALTERNATIVE $15,000.00 $32,330.00 $13,600.00
TOTAL BASE BID + ADD ALTERNATIVE $661,040.00 $619,132.49 $881,859.50
DEDUCT ALTERNATIVE
1 Replace All Deck openings and Associated Framing Connctions, Guardrails and Supports
with Exterior Decking LS 1 -$15,000.00 -$15,000.00 -$700.00 -$700.00 -$15,700.00 -$15,700.00
2 Exterior Drinking Fountain EA 1 -$10,000.00 -$10,000.00 -$7,476.00 -$7,476.00 -$3,500.00 -$3,500.00
TOTAL DEDUCT ALTERNATIVE ($25,000.00)($8,176.00)($19,200.00)
TOTAL BASE BID + ADD ALTERNATIVE + DEDUCT ALTERNATIVE $636,040.00 $610,956.49 $862,659.50
Engineer Estimate Buhler Commercial Cal-Pacific Construction,
CITY OF PALO ALTO Page 1 of 1