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HomeMy WebLinkAbout2000-03-06 City Council (13)TO: City. of Polo Alto City Manager’s Rep . HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE:MARCH 6, 2000 CMR:151:00 SUBJECT:APPROVAL OF CONSULTANT CONTRACT WITH MORRISON AND ASSOCIATES IN THE AMOUNT OF $90,000 FOR REGIONAL WATER QUALITY CONTROL PLANT PUBLIC OUTREACH RECOMMENDATION 1. Approve and authorize the Mayor to execute the attachdd one-year consultant contract, with options for a second and third year, with Morrison and Associates in the amount of $ 90,000 per year to perform Water Quality Public Outreach Program services. o Authorize the City Manager or her designee to negotiate and execute one or more change orders each year to the consultant contract with Morrison and Associates, the total value of which shall not exceed $10,000 in each year of the contract. Authorize the City Manager or her designee to exercise the option for the second and third years, at her discretion, and to execute any other documents necessary to implement the second and third years of the contract. DISCUSSION Consultant Services Description ~ ~ The work to be performed under the contract is to assist the City in conducting the Water Quality Public Outreach Program for the City’s storm drain program and the Regional Water Quality Control Plant (RWQCP). To fulfill its responsibilities as operator of the RWQCP and as a co-permittee in the Santa Clara Valley Nonpoint Source Pollution Control Program, the City of Palo Alto is required to develop and administer a series of pollution preyention programs to reduce the quantity of pollutants entering the sewer and storm drain systems. Public information and participation are integral elements of these pollution prevention efforts. Permits (issued by the Regional Water Quality Control Board, San Francisco Bay Region) for both the RWQCP and the City’s storm drains include specific public outreach requirements. The scope of services is designed to achieve the following goals of the Water Quality Public Outreach Program: CMR:151:00 Page 1 of 3 Complete all materials necessary for compliance with public outreach requirements included in the City’s stormwater and RWQCP’s wastewater discharge permits; Educate businesses and the public about the actions they can (and need to) take to prevent water pollution; and 3.Ensure that all affected parties have the opportunity to be fully involved in development of each pollution prevention program. Under similar contracts, the City has operated a Water Quality Public Outreach Program for the last nine years. Conducting the maximizes the effectiveness of the City’s and the RWQCP’s non-regulatory pollution prevention programs, with the intent of minimizing the needs for regulatory requirements; and reduces the amount of pollutant discharges to regional sewers and City storm drains. It should be noted that the geographic scope of this program includes not only Palo Alto, but also the five other Partner Agencies served by the RWQCP: East Palo Alto Sanitary District, Los Altos, Los Altos Hills, Mountain View, and Stanford University. Selection Process The Public Outreach Program contract is an ongoing, annual contract and was not selected for RFP review by either standing Council Committee. Staff sent a request for proposals to 20 consulting firms on December 28, 1999. Firms were given until January 25, 2000 to respond to the request. A total of four firms submitted proposals. A selection advisory committee consisting of three managers, two from the RWQCP (Environmental Compliance Division) and one from Public Works Engineering reviewed the proposals, and all four firms were invited to participate in oral interviews on February 3, 2000. The committee carefully reviewed each firm’s qualifications and submittals in response to the RFP relative to the following criteria: Past performance and record of the firm and the proposed project team on similar projects (based on qualifications and references). Particular attention was paid to quality of products and services, timely performance, and teamwork with client and other involved parties. 2.Familiarity with the issues relating to the scope of work. Qualifications of the project manager and the proposed project team. Ability to organize and present information to businesses and the public. CMR: 151:00 Page 2 of 3 5.The proposed hourly rate relative to the services to be provided. 6.The proximity of the consultants to the RWQCP. Based on the written proposals and the oral interviews, ~taff determined that the two most qualified firms were Deen and Black of Sacramento, and Morrison and Associates of Pleasanton. Morrison and Associates was selected because of its technical knowledge of water and wastewater issues, its ability to deliver school outreach campaigns and its relatively better proximity to Palo Alto. Staff, with the concurrence of the City Attorney, has determined that the consultant is exempt from complying with the financial disclosure provisions of the City’s conflict of interest code, because the consultant’s range of duties and services to be provided under the contract are limited in scope or are primarily ministerial in nature. RESOURCE IMPACT Funds for this project are included in the FY 99-00 budget. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. ENVIRONMENTAL REVIEW These services do not constitute a project for the purposes of the California Environmental Quality Act. ATTACHMENTS Attachment A: Contract PREPARED BY: Stephanie Hughes, Manager, Environmental Control Programs DEPARTMENT HEAD: //~ GLENN S. ROBERTS Director of Public Works CITY MANAGER APPROVAL: rUNE FLEMING City Manager CMR:151:00 Page 3 of 3 ATTACHMENT A CONTRACT NO, BETWEEN THE CITY OF. PALO ALTOAND ¯MORRISON & ASSOCIATES, INC, FOR CONSULTING SERVICES RWQCP PUBLIC OUTI%~ACH This Contract No.is entered into by and between the CITY OF PALe ALTO, a chartered city and a municipal corporation of the State of California ("CITY’(), and MORRISON & ASSOCIATES, INC., a California Corporation located at .2224 Via Del Robles, Fallbrook, CA 92028 ("CONSULTANT")~ WHEreAS, CITY desires .certain professional consulting services ("Servicms") and’the preparation and delivery of, without limitation, one or more sets of dQcuments, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Dellverables") (Services and D%liverables are, collectively, the ~’Project"), as more fully described in Exhibit ~’A"; an~ WHEREAS, CITY desires tO engage CONSULTANT, including its employees, if any, in’ providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on’the terms and in the manner set forth.herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions’ df this Contract, the pa~ti~s agree: I.~ This Contract will bommence on the date of its execution by CITY, and will terminate one year thereafter, unless this Contract is earlier terminated in Section II by CITY or extended by mutual agreement as provided in Section 1.2. Upon the receipt of CITY’s notice to proceed, CONSULTANT Will commence work on the initia! and subse~ent Project tasks in accordance with the time schedule established as provided in Exhibit ~A". Time is of’ the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s ~city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT.’ 1.2 The parties may mutually extend this agreement for .two one year terms. The maximum cost during the extension shall be as agreed to by the parties, not to exceed~ the maximum sum provided in Section 5.1.1. SCOPE OF PROJECT; 2.1 The scope of Services and¯ Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Servlce~ as described in Exhibit "A" 2.2 CITY may order substantial c~anges in the sdope or character of the Basic Services, the Deliverables, or the Project~ either decreasing or increasing the amount of work required of CONSULTANT. !n the event that such .changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT w/011 be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of. the notice of change and further will be entitled to an extension of the. time schedule. Any increase in compen@ation, for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be !iable for the cost or payment of any change in. work, unless the amount of additional compensation attributable to the change in work is agreed to, in wrlting~ by CITY. before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Delivgrables, Zor any and all errors, omissions, or ambiguities in the Deliverables, which are caused by the CONSULTANT wil! be correehed by CONSULTANT at no cost to CITY, provided ~ITY gives notice to CONSULTANT. ’ OUALIFICATIONS,STATUS,~ AND DUTIES OF 3.1" CONSULTANT. represents andwarrants that it has theexpertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the. project director and every individual, including any consultant (or contractors), charged with the performance ’of the Services are duly licensed or certified by the State of California, to ’the extent .such licensing or certification is required by law to perform the Services, and that the Projec~ will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals ahd the names of their employers or principals to be employed as consultants. 3,2 In reliance on the representations and warranties set forth in this Contract( CITY hires CONSULTANT to execut4, and CONSULTANT covenants and agrees that it will execute or cause to be e~ecuted, the Project. ~.3 CONSULTANT will assign Ms. Helen Ling as the project director to have supervisory ;esponsibility for the performance, progress, and execution of the Project. Ms. Jamie Hartshorn will be assigned as the project coordinator who will represent CONSUI~TANT during the da~-to-day work on the Project. If circumstances or conditions subsequent oto the execution of ~his Contract cause the subst~otUtion of the project director or pzoject coordinator for any reason, the appointment of a substitute project d~.rector or substitute project coordinatoz will be subject’to the prior written approval of the project manager. 3.4 CONSULTANT .represents an~ warrants that it will: 3,4.1 Procure all. ’permits and licenses, pay all chazges and fees, and g£ve all not-ices whi.ch may be necessary and incident to the due and.lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all existing and future Federal, State’ of California, and local laws, ordinances, r’egulations) orders, and de#rees which may affect those engaged or employed under th~s Contract and any materials used in CONSULTANT’s performance of the Serv~.ces! 3.4,3 At all times observe and comply with,, and cause its employees and consultants~ if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulat±ons, orders and d~crees mentioned aboPe; and 3.4.4. Will report, immediately to the project manager, in w.rltinq, any discrepancy or inconsistency it discovers ~n the laws, ordinances, regulations, orde~s~ and decrees mentioned above in relation to the Deliverables. , 3.5 Any Deliverables given to, or pPepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be .made available to any individual ~r organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manage’r. 3.6 CONSULTANT will provide CITY with three (3) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additiona! copies of any docUments which are a part of the Deliverables, CONSULTANT will provide sdch ad4.itional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will bo responsible for employing or engaging all persons necessary to execute the Project. All ~onsultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails.or refuses to carry out the provisions of this Contract or appears tQ be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this ContraeZ on. demand ofothe project manager, 3,9 In the’execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees o~ CITY. 3.10 CONSULTANT will be .responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be apPrOve~, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" as the responsibility of the.CITY and s~ch information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a tJomely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimat.ed time of review and approval will be furnished to CONSULTANT at the time ok submission of each p~ase of work.. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes ft extremely difficult for CITY to firmly establish the time of each review and approval task.- .CITY’s failure to review and approv~ within the"estimated time schedule will n6t constitute a default undmr this Contract. 4.3 The city manage~ will represent CITY for all purposes under this Contract. Phil Bobel is desighated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of th~ Project, and will be assisted by Stephanie Hughes. 4,4 If CITY observes or otherwise becomes aware of any default in th~ performance of CONSULTANT, CITY will use reasonable efforts to give written notice th4reof to CONSULTANT in a timely ~I¢~ON 5. ~COM_PENSATI_Q~ 5,1 CITY wiil compensate CONSULTANT for the following ~ervices and work: 5.1.1 In consideration of the full performance of ~he Basic Services, including any authorized re~.mbursable expenses, CITY wil! pay CONSULTANT a fee not to e~ceed ninety thousand dollars ($90,000). The amount of compensation will bs calculated in aooordanco with the hourly rate schedule set forth in Exhibit on a time and materials basis, up to the maximum amount set forth in this Section. The maximum fee for any subsequent year of the Contract shall be as agreed to.by CITY’ and CONSULTANT, not ’to exceed $90,000 per year. The hourly rates for any subsequent year shall be as agreed to by CITY and CONSULTANT. ’The fees of the consultants, who have direct contractua! relationships with CONSULTANT, will be ipproved, in.advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1,2 The full payment of charges "for extra work or changes, if any, or both, in the execution of the Project will be made, provided such request for p~y~ent is initiated by CONSULTANT and authorized, in writing, by the project manager. ~ayment will be made within thirty (30) days 4f submission by CONSULTANT of a statement, ~.n triplicate, of itemized co~ts covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the par~ies will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change orde~ preparation, which is made necessary on account of CONSULTANT’s errors, omissiohs, or oversights. 5.1.3 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of public outreach personnel to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are ~alar~es and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule bf payments will be made as follows: 5.2~i Payment of the Basic Services will be made in monthly payments, based on the hours worked in the prior month multiplied by the rates provided in E~hibit B, or any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment wall be made by CITY after CONSULTANT has submitted all Deliverables, includ±ng, without limitation, rep6rts which have b~en approved by the proje, ct manager. SECTION~,ACCOUNTING,__~IDITS,_9~NERSHIP O~ 6~I Records of the direct personnel expenses ~nd, expenses incurred in connection with °the performance of Basic Services pertaining to the Project will be ’prepared, maintained, and retained by CONSULTANT in. accordance with generally accepted accounting ’principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination o~’this Contract~ 6.2 The originals of the Deliverables prepared by or under ’the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts requi~ed to be paid to CONSULTANT. These originals will .be delivered to CITY without additional compensation. CITY will have the righh to utilize, any final and incomplete dr~wlngs, estimates, specif~.cations, and any other documents prepared hereunder by CONSULTanT, but CONSULTANT disclaims ~ny responsibility or liability for any alterations or modifications of such documents. 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arlsi~g out of CONSULTANT’s, its officers’, agents’, consultants’ or employees~ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in performanpe of or failure to perform its obligations under this Contract. SECTION 8. WAI.~ 8.1 The waiver by either party of any breach ~or violation of any covenant, t~rm, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, prov~.sion, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money wl~ich may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 6 8.2 No pa~ent, partial pa~ent, acceptance, or partial acceptancb by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. 9.1 CONSULTANT, at its sole co~t and expense, will obtain and maintain, in full force and effe’ct during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, .if any, but also, with thc exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through cart±ere with D.~..~’s Key Ra~iZig_Gulde ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Cohtract will obtain and maintain, in full force and effect d~ring the term of this . Contract, identical insurance coverage, naming CITY as an additional ~nsured under such policies as required above. 9.3 Certificates of such insnrance, preferably on the forms provided byCITY, wil! be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITZ’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’S city clerk thirty (30’) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as. an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on f$1e at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit ’CONSULTP~NT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directl~ arising as a result of the Services performed under this Contract, includ£ng such damage, injury, or loss arising after the Contract is terminated or the term has expired. 10.1 CONSULTANT, by executing this Contract, certifies that it is aware o£ the provisions of the Labor Code of the State 7 of California which require every employer to be insured against liability for workers’ compensation or to undertake self-inshrance An accordance with the provisions of that Code, and certifies that it will comply with such provisions, as ~ppllcable, before commencing the performance of.the Project. , ii.i The. city manager may suspend ~he executi~on ~f the ’~~,’"i~" ~3~’- 6~.~1’~ ’~ "’b? ~m~n~ "~i-&~o~£,’" ’~’~0£ ....... without cause, by g~v~ng thirty (30) days’ prlor written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT w~ll immediately discontinue its performance under this Contract. 11.2 CONS0LTANT may terminate this Contract or suspend its execution of.the Project by giving thirty (30) days’ prior written notice thereof to CITY,. but only in. the event of a substsntial failure of performance by CITY or in the event CITY andeflnltely withholds or withdraws its request, for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTAN’~ will be compensated for the Basic Services and Services performed and Deliver~bles received and approved prior to receipt .of written notice, from CITY of such suspension or abandonment, together with authorized additional ahd reimbursable expenses then due. If the Project is resumed after it has been shspended for more than~180 days, any change in CONSULTANT’s compensation will be s~bject to renegotiation and, if necessary, approval, of CITY’s City Council. If this contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligatid to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to cI~Y, as such determination may be made by the city manager in the reasonable exercise of her d~scretion. 11.4 In the event of termination of this contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. ii.4.2 For approved, items of services on which a notice to proceed is issued by CITY, but which are’ n’ot fully performed, CONSULTANT will be compensated for each item of servJ~ce in an amount which bears the same ratio to the total fee otherwise 8 payable for the performance of the service as the q~antum of service actually rendered bears to the .services necessary for the full performance of that item of service. 11.4.3 The total compegsati~n payable under the~ preceding paragraphs of this Section will not exceed the paym~nt~ specified under Section 5 for the’respectiye items of servioCe to be furnished by. CONSULTANT. ii.5 Upon such suspension or .termS.nation, CONSULTANT will deliver to the city manager i~mediately any and el! copies of the Deliverablesr whether or not completed, prepared by CONS0LTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such mater~al~ will become the property of CITY 11.6 The failure of CITY to agree with CONSULTANT’s ’.’ S if the same~ndependent findings, conclusions, or recommendataon , are called for under this Contract, on the basis’of d~fferences in matters of judgment, will not be construed as a failure ’on the part of CONSULTANT to fulfill its obligations under ~his Contract. 12.1 This Contract is for the p~rsonal servZces of CONSUI,TANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest ~n or to the same or any part thereof without the priDr written consent of CITY. A consent to one assignment will not be dee~ed to ’be a consent to any subsequent assignment. Any assxgnment made without the approyal of CITY will be void and, at the option of the c~ty manager, this Contract may be terminated. Th~s Contract w~ll not be assignable by operation of law. SECTION 13. NOTICF~q I~.i All notices hereunder will bh given, in writing, and mailed, p0stege prepaid~ by certified mail, addressed as follows: Office of the City Clerk City o~ Pale. Alto Post office Box I0250 Pale Alto, CA 94303" To CONSUI,TANT: Attention of the project director Helen Ling, i1566 Solcado Court, CA 94568 Dublin, ~ECTION I~4~_ CONFLICT Q_F. [NTERESF._ 14.1 Yn accepting this Cq~act, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which conflict in any manner or degree with the performance of ’the Services. 14.2 CONSULTANT fur’ther covenants that, ii the performance Of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee, of CITY~ this .provision will be interpreted in accordance with the applicable prov~.sions of the Palo Alto Municipal Code and the Government Code of the State of Califorhia. 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment o~ persons under this contract hecause of the age, race, color, national origin, ancestry, zeligion~ dissbility, sexual preference or.gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination ~n e~lo~snt~ incl%~ding completing the requisite form furnished by CITY and set forth in Exhibit "D". 18,2 CONSULTANT agrees that each contract for services from independent providers wil! contain a provision substantially as follows: "[Name of Provider]’ will" provide "CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and Stats of California laws co@sting nondiscrimination in employment; and that [Name’ of Provider] will not discriminate in the employment of any person ~nder this contract because of the age, race~ color, national origin, ancestry, religion, disability, sexua! preference or gender of such person." 15.3 If CONSULTANT is found in. violation of the nondiscrimination provisions of the Stats o~ ’California’ Fair Employment Prachices Act or similar provisions of Federal ’law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct i0 the sum of twenty-five dollars ($25) ’for each person for~ each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a f~ndlng of the State of Cal±fornia Fair Employment Practices Commission or the equivalent federal agency or officer will- constitute evidence of a breach of this oCon%ract. 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with D~sabilities Act o’f 1990v¯ and the Government Code sod the Health and Safety Code of ~he State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any.controversy or claim arising out of Or relating to this Contract may be s~ttled by- arbitration in accordance with the Rdles of the American Arbitratlon’Associat~.on, and judgment upon the award rendered by the Arbitrators may be entered in any court hav~ng jurisdiction thereof. 16.3 This Contract will be governed by the laws of th~ State of California, excluding its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial of such action will be ~ested exclusively in the state courts of California or in the United States District Co~irt for the Northera District of California in the County of Santa Clara, State of California. 16.~ The prevailing party in any action brought to en£orce the terms of this Contract or arising out of this Contract may recover its reasonable cost~ and attorneys’ fees expen~ed in connection with that action. 16.6 This docui%{t represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representatlonsv and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All p ov~s~ons of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, t~rms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, !1 executors, admln~strator , assignees, and consultants, as the case may be~ of the parties. 16.9 If a court of’competent Jurisdiction finds or rules that any provision of thSs Contract or any amendment thereto is void or unenforceable, the unaffected provisions o£ this C6nt~act~ and any amendments thereto will remain in fgll force and effect. 16.10 All exhibits referred to in this Contract &nd any addenda, appendices, attac~sents, and schedules which, from time to time, may be refer~ed to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 Thi~ Contract may be executed i~ any number of counterparts, each of which w~ll be an original, but all of which together will constitute one and the sam~ instrument. 16.12 This~Contract is subject to the fiscal provisions of the Charter of the City Of Palo Alto and the Pal0 Alto Municipal Code~ This Contract will terminate without any penalty (a) at the. e~d 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 ~iscal y@ar and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. II 12 XN W~TNESS WIEREOF, the parties hereto have by their duly authorized rspresentatives executed this contract on the date first above written, ATT):S’2~C~TY OF PALO ALTO City Clerk A~PROVED AS TO FORM: S~nior ~sst, C£ty Attorney A-~sistant City Manager ...... MORRISON & ASSOCIATES, INC. Director of Adminis~ratlve Services Director of Public Works Risk Manager Taxpayer Identification No, Attacl]ment s I EXHIBIT "A": EXIIIB~T "B"I EXHIBIT EXHIBIT "D" : {Compliance with Corp. code ~ 313 iS required I£ ~he enci~y on whose ~h~s coat,aCt is sig~ed ~S a corporation. In the alternative, a certified co~po~a~ SCOPE OF PROJECT & TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIM!NATION COMPLIANCE FORM 13 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) O~"’~,e’~V~V~%. ~ ..,~ 2000, before me, ths undersignsd, a NDtary Publ~c in ~n~ f4r saia County and State, personally appeared me or proved to-~e on ’the basis o~ satisfactory evidence to be the person~ whose name ~ is/~z~subscribed to the within instrument and acknowledged to me that heZ-%he/they~executed the same in his/-~.~=r~ah~r~authorized capaoity~), and that by his/4~e~ signature (~-)0 on the instrument the personCs~, or the entity upon bmhalf of which the person~ acted, exe~cuted the instrument. WITNESS my hand and officia~ seal. 14 CERTI~ICAT~ O~ ACKNOWLEDGMenT (Civil Code ~ 1189) COUNTY OF ... ) On ~ki.-~ ., 2000, before me, the undersigned, a Notary Public.in and for said County and State, personally appeared ___~i~ × ~ ¯ , p ...... #am O~q~o _d~Q~~’~’~sis of satlsfactor evidenc to be the pezson~O_whose name~/ar’~ s%Ibs~ibed to the within instrumant and acknowledged to me that he~they executed ths same in h~s~/their authorized oapaolt~), and that by his~their si~naturo.~ on the ~nstrument the person~, or the envy upon behalf of. which the person~) acted, e~ecut~d the instrument. WITNESS my hand and offici81 seal. 15 EXHIBIT A BASIC SBKVICBS , ~o.duct~on To fulfill its re, spons!bilities as operator of the Regional Water Quality Control Plant (R.WQCP) and as a co-permitter in the Santa Clara Valley Nonpoint Source Pollution Control Program, the City of Pale Alto is required to develop and administer a serie~ of pollut.lon prevention programs to reduce the quantity ofpo!lutants entering the sew’er and storm drain systems, Public in format{on and pm-tioipation are integral elements of these pollution prevention efforts. Recognizing the importance of publj~ outreach to pollution prevention, permits for both the RWQCP and the Nonpoint Sourc~ Pollution Control Program include specific public outreach requirements. The purpose of the City’s Public Outreach Program, which is t-h.~..~ubject of this Conh’act, is: To ensure that all affected panics have the opporttmity" to be fully involved in development of each pollution preventi.on program - To educate businesses and the~publio" about the actions they con (mid need to) lake to prevent water pollution Because low’or South San Francisco Bay has been listed as an "impaired water body" by’the regulatory agencies, it is exceptionally important fl~at the City’s Public Outreach Program be conducted in a highly effective manner. Th~ soheduling and completion of certain activities will be critical to the City’s and RWQCP’s compliance with applieabl~ p~rmit re4ukcmcnts. SueeossI’ul completion or assigned t~ks and products on schedule will be an important element of this contract. ~eo__pe of Work, 1,Development of Work A Contract We& Plan shall be d.cvclop~ed by the Consultant ~¢ithin 30 days of the date o [ the Co~ttact listing specific work product~, the resources required to complete each, the ~staff assigned to ~eh, and the time schedule for each. Monthly meetings shall be held between fl~e Cons~dtant and the City to review progress’ and make changes determined by the City to be necessary. Materials The Conmdtant shall prcp~e the public outreach materials specified in the Contract Wo~k Plan, The outreach materlals will include the following; Exhibit "A" Videos Fact Sheets Newsletters Broehur~;s Utility Bill Insert’s _ Articles for periodicals -- Press Releases Newspaper Advertlsemen.ts ~ Door Hangers -- Posters Displays for Special Events Promotional Items for Schools, Special Event and Businesses Advortishag Specialties Stickers The Consultant shall prepare two annual summaries per year of the public outreach aetlvit[es accomplished by the Consultant and the City. ’Ihe first shall be due on February 1 (for the Sanitary Sewer annual report) and the second on April 1 (for the Storm Drala annual.report). ~ Con.sultaut shall develop and deliver water pollution prevention programs to the school classroon~s in the service, area of the Regional Water Quality, Control Plant.. .programs for elementary, junior high and high schools shall be developed and delivered. Aggressive ou~caeh shall be conducted to teachers and other school officials to sign up individual classrooms for visits. The programs shall be tailored to the current priorities of the City’s water pollution prevention program (e.g. n’~eroury, copper, and dioxin), The number of classrooms, schools and/or students shall be agreed upon and contained in the Work Plan referenced ~above, The approximate number of classes visited and students taught shall be 100 aud 2,500 r~speetively. The Consultant shall represen~ the City at assi~ed interagenoy meetings eoneemir~g public outreach programs to pro~ot~ efficient use of city resources, prevent duplication of ~ffort and insure eoverag~ by the m~st appropriate groups. The Con~ulta_nt ~hall promote the concept of Regional Outreach Programs where agency interests are similar and eeortomies of scale suggest a regional approach. 00224 }mloallooutfea0hoontraeL2.wpd ’ Ihe schedule for preparation of products shhll be prepared by fl~e Consultant as par~ of the Contract Work Plan and approved by the City prior to implemen~tion, The Scope of Work (Part 1, abovo) includes the preparation md updb.ting of the contract Work Pl~a, . The schedule in the Contract Work Plan shall b~ updated eachmonth and roviowed with the Project Manager in a monthl]i planning moetlng. Upon direction by the Project Managers, modified componer~ts shall be executed by the Consultant. HOUKLY RATE,q Morrison & Associates, Inc, Fee Schedule for February 2000 Contract (~_~v.’iT. ca m lV[emb~r~Rate/Hour* Carl, M, orrison $160 H~I en Ling 140 Darti H~ilton .120 Jarnie Hartshorn 120 Barbara Kusha 1 I0 Kmio H~tz~n 105 Kati~ Coates Agcson $120 Josm~ Ro~cz 110 Kifl~ Hadloy 100 D~nielle Schauben 85 MaLT S~th 85 *R,’~tcs inoludo direct costs such as mileago within tho Bay Area, tolophone calls, faxos, incidental photocopyh~g, and delivery charges, Exhibit "B" E ~EQUIREMENTS ’ ’PART II- I ,N~URAN(] ¯ _ ..~-;--_- ~, SECTION 650 I, CONTRACTOR,~ To THE CITYOF PALO ALT0[CITY), AT ’[HEIR SOLE EXPENSE, SHALL FOR THE TERM OF THECONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS AND FoR THE COVI~RAGE 6PECIFI~D ’ : BELOW,, AFFORDEDBY’COMPANIIES WITH A BEST’$ KEY RATING OF A:X, qR HIGHER;,LICENSED TOTpJ~NSAGT INSURANCE BUSINESS IN THE STATE OF ~,ALIFORN1A, . THE INBURAHCE, REQUIREMENTS CHECKED BELOW ARE REQUIRED,BY THIS INVITATION FOR B, ID(IFB):- ~,. REQUIREMENT BTATUTORY ~TATUTORY E~)OILY INJURY PROPERTY DAMAGE I~ODILY INJURY’& PROPERTY DAMAGE COMI~INED BODILY INJURY . EACH PERSON - EACH OCCURRENCE pROP. ERTY DA~. AGE BODILY INJURY AND PROPERTY DAMAGE, TyPE OF COVERAGE WORKER’S COMPENSATION ALI’roMoBILE LIABILITY COMPREHENSIVE GENERAL LIABILri~, INOEUDI~tG i=ERSON.AL {NJURY, BROAD FO~ PROPER~ DAMAGE~ B~NKET CONTRACTUAL, AND FIRE LEGAL LIABtLI~ COM’PR~HENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON.OWNED o , PROFESSIONAL LIABILITY, INCLUDING, ERRORS COMBINED MINIMUMLIMITS~ ~ EACH’OCCURRENCE’ AGGREGATE $1,000,000 $I,000,000 .$t,000~000 Sl,OOO,O0O 54,000,000 $I,ooo,o0o Sl,OO~OOO $1,000,000 $1 ~1,00o,o00 $~ ,OOO,O~O 81,000,00~), Sl,0Og,000 ~ $1,000,0oo ~ t0000,0,00 ’ AND OM_JISSlONS, MALP~tAOTICE (WHEN APPLIOABCE), AND NEGLIGENT PERFORMANCE ALL DAMAGES ~ , $1,006,000 THE Cll~’ OF’PALO At.TO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, AT ITS SOLE C~ST AND EXPENSe, SHALL ’ OOTAIN AND MAINTAIN, IN FULL EORCE AND EFFROT THROUGHOUT THE ENTIRE,~RM OF,~Y RESULTANT AGREEM5~, THE IN~U~HQ~.COVE~GE HEREIN DESCRIBED, INSURING Re~ ONEY.BIDDER AND ITS SUBCONT~CTQRS, IF AN% BUT ALSO, . WITH ~fE EXCEPTION OF WORKERS’ COMPEN~A~ON, EMPLO~R’S LIABILI~ AND PROFESSIONAL INSUR~CE, NAMING AS ’~DDITIONAL INSURES CI~, ITS COUNCIL MEMBERS, OFFICERS,’AGENTS, AND EMPLOYEES, INEURA{~ICE COVERAGE MUST INCLUDE: A- A P~OVlSIoN FOR A’WRrTTEN THIRT~Y DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVEP, AGE OR OF COVERAGE CANCELLATION, AND, ¯ B,A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSUR/~NCE COVEF~E F~R 6ONTRAO.’rOR’B. AGREEM ENT TO INDEMNIFY CiTY o SEE P~J~.T.II ~EOTION 500, FORMAL ~ONTRA OT ~SAMPLE). ~b’~MIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS ANO iV I%IROUGH Vl, B~LOW, NAM_~ AND ADDRESS OF COMPANY AFFORDING CO~/ERAGE (NOT AGENT OR BROKER): ~.O, ~OX 33033~ S~ kn~o~lo~ ~ 78265-3033 , NAME, ADDRESS AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER~ ITY OF PALO ALTO RFP 12184,1 PAGE t OF 2 Exhibit "C" SECTION 650 : IV, Vl, DEDUCTibLE AMOUNT(S) ( DF, OU~TIELE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROV,~L): ’ AWARO 18 CONTINGENT ON COMPLIANCE WITH CtTY’8 INSURANCE REQUIREMENTS, AND BIDDER’S’ ’ SUBMI]TAL OF CERTIFICATES, OF INSURANCE EVIDENCING COMPLI~dqCE WITH THE REQUIREMENTS ~f:ECIFtEO HEREIN. ’ ’ ENDOR, SE~ENT PROVISIONS, ,WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES’, ~ WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERA~ION$ OF THE NAMED INSURED, INBURANO~" ¯ AS AFFORDED 8Y THl~ POI.IQY 18 PRIMARY AND IS NOT AODIT!ONALTO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARR!E,D BY OR FOR THl~ P, ENEFIT OF TH~ Ap, DITIONAL INSURES. THE NAMING OF MORE I"HAN’ONE "PERSON, FIRM OR CORPO~[ATION AS INSURES UNDER THE POLICY ’ ’ BHALL NOT, FOR ~’HAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND TH~ NAMING OF MULT1PLE IHSUREDS, 8HALL NOT ’ INCREASE THE TOTAL LIABILITY OF THF. COMPANY UNDER THIS POL. ICY. ’ , ~:Lg.,T~D~E~ A N C E L, LATI 0 N ,2, 1F TI’I~ POLICY IS CANCELED BEFORE r~8 EXI~IRAT!ON DAT~ FOR ANY RF.~SON OTHER THAN THE NON.PAYMENT OF PREMIUM, THE [~SUING COMPANY SHAL~ PROVIDE CI~ AT LEAST A ,T~R~ (30) D~Y WRI~EN NOTIOE BEFORE ~E EFFECTIVE DATE pF CANCELATION, IF THE POLIC~ 18 CANCELE~ BEFORE ITS E~I~ON DA~£ FOR.THE NON-PAYMENT OF PREMIUM, THE I~SUING ~OMP~Y BHALL PROVID E C]~ AT LEAST A TEN (1 O) DAY WRI~EN NOT!C~ B~FORE THE EFFECTIVE DATE OF CANCEL~ON, P~{OPO$ER CERT!FIES THAT PROPOSE. F~’S INSURANCE COVERAGE N!EETS THE ABOVE REOU!REMENTS; THE INFORMATION HEREIN IS (~ERT.IFIED CORRECT, BY SIGNATURE{S) BELOW, SIGNATURE(S) MUST ~E ~AME 91GNATURE{S) AS NOTICE(8) SHALL, BE MAILED TO:PURCHASING’AND OONTRACT ADMINISTRATION CiTY OF PALO ALTO P.O. BOX 102s0 PALO ALTO, GA 94303. ,IT’( OF P, ALO ALTO RFP 121841 PAGE 2, OF 2 ~a~L1]~Oo~ ~ ~202B COVERAGES ~I,~ wr~NCE C~MglNFO ~NGI E I.~IT ~.Y INJURY gODILY INJURY PROP~STY D^M^nF, Io0ooo0 ’__s_oRo_o_o. zooooZoOoooq~ 2000000, =.1oooo0o F, t, F^CH ~m~OENT ~ EL Dt~-.A~- F-AIg’4PLOYI~ ~ EL I~F^~_-POU~,h’LIMIT $ I CER’IIFICATION of NONDISCRIMINATION SECTION 410 e,__~.L’t!ficat!o~] of Nondiscrimin~ As suppliers of goods or services to the City of Palo Alto, the firm and Individuals lib, ted below Certify that they do not discrirnlnate in employment with regards to age, race, co!or, religion, sex, national origin, ancestry, disability, or sexual preference’, that they. are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination In employment. Title of Officer Signing: Signature END OF SEOTION CiTY of PALO ALTO: Certification of Non.discrimlnation (Rev. 11/97)