HomeMy WebLinkAboutStaff Report 11752
City of Palo Alto (ID # 11752)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/1/2021
City of Palo Alto Page 1
Summary Title: PSB Construction Award
Title: Approval of: 1) Construction Contract Number C21178123B With
Swinerton Builders in the Amount of $83,953,000; 2) Authorization for the
City Manager to Negotiate and Execute Related Change Orders With
Swinerton Builders for a Not-to-Exceed Amount of $8,395,300 for a Total Not-
to-Exceed Contract Amount of $92,348,300; 3) Amendment Number 4 to
Contract C16163034 With Nova Partners, Inc. in the Amount of $3,071,978
for Construction Management Services; 4) Amendment Number 1 to Contract
C17165953 With RossDrulisCusenbery Architecture, Inc. in the Amount of
$1,746,206; 5) Waterproofing Inspection Services Contract Number C2118074
With Consolidated Engineering Laboratories in the Amount of $106,317; 6)
Authorization to Execute a Short-term Lease for a Portion of the Courthouse
Parking Lot From the County of Santa Clara; 7) Authorization to Negotiate
and Execute a Month-to-Month Lease of Parking Stalls From Caltrain; and 8)
Approve the Surveillance Policy and Use of a Construction Video Camera for
the Public Safety Building Project (PE-15001)
From: City Manager
Lead Department: Public Works
Recommended
Staff recommends that Council:
1. Approve and authorize the City Manager or his designee to execute the attached
construction contract C21178123B with Swinerton Builders (Attachment A) in an
amount not to exceed $83,953,000;
2. Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with Swinerton Builders for related, additional but
unforeseen work which may develop during the project, the total value of which shall
not exceed $8,395,300;
3. Approve and authorize the City Manager or his designee to execute Amendment
Number 4 to Contract C16163034 with Nova Partners, Inc. (Attachment B) to add
CITY OF
PALO
ALTO
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construction management services for the new Public Safety Building to the scope of
services and increase compensation by $3,071,978 for a total contract amount of
$8,880,906 ;
4. Approve and authorize the City Manager or his designee to execute Amendment
Number 1 to Contract C17165953 with RossDrulisCusenbery Architecture, Inc.
(Attachment C) to increase compensation by $1,746,206 for a total contract amount of
$8,754,198;
5. Approve and authorize the City Manager or his designee to execute Contract C21180741
with Consolidated Engineering Laboratories (Attachment D) for waterproofing
inspection services in an amount not to exceed $106,317;
6. Authorize the City Manager or his designee to execute a short-term lease (Attachment
E) for a portion of the Courthouse parking lot from the County of Santa Clara;
7. Authorize the City Manager or his designee to negotiate and execute a month-to-month
lease agreement (Attachment F) for up to 44 parking stalls on the California Avenue
Caltrain Station parking lot; and
8. Approve the surveillance policy and use of a construction video camera for the Public
Safety Building project, which will be used to visually record and share progress on the
construction with staff and residents and create a time-lapse video at the end of the
project (Attachment H).
Executive Summary
Approval of the attached construction contract and amendments to consultant agreements is
the final step in the delivery of the new Public Safety Building (PSB), the City’s most pressing
infrastructure need according to the Public Safety Building Blue Ribbon Task Force, the
Infrastructure Blue Ribbon Commission, and the 2014 Council Infrastructure Plan. The
requested authorizations to negotiate two lease agreements for a nearby construction staging
area and parking will lessen the impact of construction activities during the project. Now that
the new California Avenue Parking Garage is complete, construction of the PSB is anticipated to
begin in early 2021 and be completed in summer 2023.
Completion of the new PSB will improve the Palo Alto community and its safety by providing:
• A seismically sound facility to remain operational and provide emergency response and
911 dispatch services after a significant earthquake
• Meets the primary conclusions from 2006 BRTF report by building a new and properly
sized PSB in a central location of Palo Alto
• A modern, state of the art facility promoting professionalism of public safety
departments
• Provides a modern and appropriately sized Emergency Operations Center (EOC) with
seismic strength and redundancies to survive disasters
• A new community meeting and training room to promote public safety and community
engagement in the Evergreen Park neighborhood
• Palo Alto’s first all-electric civic building that will use the solar installation on the new
California Avenue Garage
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• A new civic building, plaza, amenities, and artwork that will contribute to the California
Avenue district
• Opportunity for renovation and new uses of the existing Police area in City Hall
Background
The New Public Safety Building (PSB) (PE-15001) and New California Avenue Area Parking
Garage (Garage) (PE-18000) were among nine key projects included in the 2014 Council
Infrastructure Plan. The PSB was identified as the plan’s highest priority project.
The existing Police Building was constructed in 1967, at 275 Forest Avenue, and opened in
1970. This facility totals approximately 25,000 square feet and houses the Office of Emergency
Operations (OES) and the City’s Emergency Operations Center (EOC). Due to the growth of
public safety services and changes in regulations, the existing building does not comply with
current seismic, accessibility, or regulatory code requirements that are required to meet the
Essential Services Buildings Seismic Safety Act (ESBSSA), the California Board of State and
Community Corrections (BSCC) holding facility regulations, and the Americans with Disabilities
Act (ADA) regulations. Three space needs assessments have been conducted, each concluding
that an expansion of the police building was necessary.
In November 2005, Council directed the Mayor to appoint a community-based Blue Ribbon Task
Force (BRTF) to evaluate the need, size, cost, and site for a public safety building and asked that
the results of this evaluation be presented in a report to Council by June 2006. The BRTF spent
six months meeting with community members and stakeholders to determine the need and
issues surrounding the project, and ultimately determined that a new facility was required, and
the location should be centralized within the City to best serve the community. The BRTF report
was presented to City Council on June 26, 2006 (CMR: 280:06). Council unanimously approved
the Public Safety Building Blue Ribbon Task Force Report recommending a 49,600 square foot
building on a Park Boulevard site that is very close to the current 250 Sherman Avenue site.
The BRTF report concluded:
1. The most cost-effective means of upgrading and modernizing the facility was to
construct a new building, rather than retrofit and expand the existing facility;
2. A minimum site size of 49,600 sq. ft. building would be required to accommodate all
required programming needs; and
3. The Park Boulevard site was the most feasible location for a new PSB at that time.
Between 2010 and 2011, the Infrastructure Blue Ribbon Commission (IBRC), consisting of 17
Council-appointed residents, met to review and make recommendations on the overall
infrastructure needs of the City. The final report, dated December 22, 2011, indicated that the
PSB was still a critical priority and should be pursued expeditiously. IBRC recommendation #3-1
states: “Build a new Public Safety Building (PSB) as soon as possible on a new site, incorporating
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the Police Department, the Fire Department administration, the Communications Center, the
Emergency Operations Center, and the Office of Emergency Services.”
In December 2015, Council directed staff to begin design for the PSB on Parking Lot C-6 in the
California Avenue business district (ID# 6069) and in advance of the PSB, design the Garage on
Parking Lot C-7. The Garage is intended to replace the existing surface parking on Lots C-6 and
C-7 while adding over 300 new parking stalls. The PSB and the Garage are linked such that the
Garage mitigates for the loss of existing surface parking on the PSB site. The Garage project was
recently opened on December 8, 2020. Now that the Garage is complete, Lot C-6 can be closed
to start construction of the PSB.
In June 2016, Council authorized a contract with Nova Partners, Inc. (Nova) to provide program
management services for the 2014 Council Infrastructure Plan projects (ID# 6809). Nova
assisted with developing the project delivery plan, preliminary schedule, and scope of work for
procuring design, and environmental review services for the PSB and Garage. The original
solicitation for those services included and anticipated that the selected program manager
would provide construction management services for three of the key projects (i.e. Fire Station
3, the Cal Ave Garage, and the PSB).
In December 2016, Council authorized a contract with RossDrulisCusenbery Architecture, Inc.
(RDC) to provide design and environmental assessment services for the new PSB and Garage
(ID# 7417). In April 2017 and January 2018, Council deliberated on the size and configuration of
the Garage to best meet the needs of the California Avenue area (ID# 7738 and ID# 8855) which
required a number of design iterations by RDC beyond what was included in the scope of their
contract.
In June 2018, Council certified the Environmental Impact Report (EIR) for the combined Garage
and PSB project (ID #8967). Council also held a Study Session about the PSB in September 2018
(ID #9413) and approved a Record of Land Use Action for the project in November 2018 (ID#
9685).
Including the external support spaces in the basement and operational yard, the new PSB will
be approximately 56,000 square feet and will house the Police Department, 911 Emergency
Dispatch Center, the EOC, the OES, and Fire Department administration. The PSB construction
will include three levels above grade, two levels below grade, and a one-story operational
accessory structure. Construction will include a cut-off wall to limit groundwater impact, cast-
in-place structural concrete frame, specialty communication systems, and a communications
tower. The new PSB will be compliant with all current regulations, be seismically and
structurally sound, house multi-purpose community meeting and training space, and support
the safety of the Palo Alto community for decades to come.
Like the Garage, the PSB construction will also involve a subgrade cut-off wall to limit the need
for groundwater pumping. The height of the PSB parapet wall (roof line) will be approximately
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47'-6" above sidewalk level. The project includes a 135-foot tall communications tower that will
be part of the region-wide digital microwave interoperability communications network, also
called the “ECOMM System.” The ECOMM dedicated microwave network links all 14 of the 911
Call Centers in Santa Clara County and enables high-speed sharing of dispatch services, records
databases, and voice traffic (via interoperable communications, when available) between law
enforcement, fire protection, and emergency medical services throughout the County.
The recently completed companion Garage project includes structural support and conduits for
roof-mounted photovoltaic (PV) panels. The PV panel installation on the garage will be installed
during PSB construction to provide partial power for the new PSB, if the add-alternate award
recommendation is authorized per this report. Infrastructure to feed the PV-generated
electricity across Birch Street to the median island towards the adjacent PSB was installed
during construction of the Garage.
On April 13, 2020, Council approved a finding that the PSB project is “substantially complex”
under Public Contract Code 7201 (ID #11175). This allows the City to withhold 10 percent from
each payment application from the contractor (retention); typically, retention is limited to 5
percent.
With respect to the proposed construction webcam, in September 2018 Council adopted a
Surveillance and Privacy Protection Ordinance outlining procedures and reporting requirements
for protecting personal privacy and use of surveillance technologies (ID #8834). The ordinance
addresses technologies of concern today while allowing for the inclusion of new surveillance
technologies that may be developed in the future. The ordinance also establishes a reporting
and approval process that increases transparency without compromising public safety, limiting
local control, or requiring additional resources.
Discussion
Contractor Prequalification
Projects that require significant specialized experience or expertise or that are complex, large
scale, or costly warrant using a process to prequalify prospective bidders and/or subcontractors
to ensure that the bidders have demonstrated trustworthiness, quality, financial fitness,
capacity, and experience to prosecute the work successfully and within the time specified by
the City. The City Manager authorized the use of contractor prequalification for the PSB on
December 23, 2019. On February 6, 2020, a notice inviting general contractors to submit
prequalification applications was posted through the City’s eProcurement system. The
invitation was open for 47 days. On March 24, 2020, three general contractors submitted
prequalification applications. The applications were scored according to an objective set of
criteria that was established prior to the published invitation. Two of the three contractors
received scores high enough to be deemed prequalified. Those two contractors were Swinerton
Builders (Swinerton) and Webcor Construction, LP (Webcor).
Just prior to receipt of the prequalification packages in late March 2020, the nation experienced
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the unprecedented COVID-19 pandemic and associated shelter-in-place orders that seriously
disrupted normal activities including contractor workloads and future project prospects.
Therefore, a second (duplicate) prequalification solicitation was issued on June 30, 2020. Those
prequalified under the first process remained prequalified. The second invitation was open for
24 days. On July 24, 2020, eight general contractors submitted prequalification applications.
These applications were scored according to the same criteria from the first round, and two of
the eight contractors received scores high enough to be deemed prequalified. Those additional
two contractors were Walsh Construction Company II (Walsh), LLC and C. Overaa & Co.
(Overaa).
Bid Process
On September 18, 2020, a notice inviting formal bids (IFB) for the PSB was posted and sent to
the four prequalified contractors (Swinerton, Webcor, Walsh, and Overaa) through the City’s
eProcurement system. The bidding period was 47 calendar days. Bids were received from three
of the prequalified contractors on November 4, 2020. The three Basis-of-Award bids ranged
from $84,477,578 to $94,654,000. Due to issues with bids received, all bids were rejected, and
a notice inviting formal bids was issued again on December 11, 2020. Two bids were received
on January 5, 2021, as listed on the attached Bid Summary (Attachment G). The low Basis-of-
Award bid from the second IFB issuance was $524,578 lower than the first IFB issuance.
Summary of Bid Process
Bid Name/Number Public Safety Building / IFB 178123B
Proposed Length of Project 880 Calendar Days
Number of Prequalified
Contractors Eligible to bid on the
project
4
Total Days to Respond to Bid 25 calendar days
Pre-Bid Meeting? Yes (non-mandatory) on September 25, 2020
during the first round of bidding that lasted 47
calendar days
Number of Bids Received: 2
Basis of Award Bid Price Range $83,953,000 to $86,693,000
The apparent low bidder was selected based upon the total of the base bid plus the four add
alternates. The Basis-of-Award amounts ranged from $83,953,000 to $86,693,000. The Base
Bids ranged from 5.3% below to 2.0% below the engineer’s estimate of $86,735,000. Staff has
reviewed all bids submitted and recommends the Basis-of-Award bid totaling $83,953,000
submitted by Swinerton be accepted and Swinerton be declared the lowest responsible bidder.
The recommended award amount of $83,953,000 includes the bid add-alternate items for the
rooftop solar panels on the adjacent 350 Sherman Avenue Parking Garage, the temporary
reconfiguration of the County Courthouse parking lot, a webcam to display and document the
day-to-day construction progress, and a 10-year extended elevator maintenance period.
Swinerton’s bid for the construction webcam service is $25,000. Similar to the construction
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webcams discussed by Council previously in November 2020 (ID #11666), the intent of the PSB
webcam is to visually document and share progress on the construction projects with staff and
residents. Given the limited potential of personally identifiable information being captured by
the camera and the measures detailed above, staff recommends approving the use of the
cameras. The surveillance policy for the construction camera is included in Attachment H.
The add-alternate for the garage rooftop PV system will be installed on the recently completed
steel support structure of the 350 Sherman Avenue Parking Garage. The panels will provide
shade for the upper-most parking deck and help power the PSB during daylight hours. The PV
system will generate more power than parking garage peak needs, but slightly less than PSB
peak needs. The system is designed to feed into the PSB and will provide ongoing cost savings
for PSB utilities. The system was also designed to allow future modifications to add battery
storage technology that could supplement the emergency backup systems for critical PSB
systems. As designed for initial operation, the only emergency backup power for the PSB is a
diesel generator. As battery technology becomes safer, cheaper, and with more storage
capacity, it could easily be added via a future project.
The ten-year elevator maintenance Add Alternate for $144,000 is recommended for award at
this time because Swinerton has listed Otis Elevator for the new building. The City’s current
elevator maintenance contract with Kone for all other City facilities will not adequately address
the expected maintenance needs for the two new proprietary Otis elevators in the PSB. After a
period of 10 years, the PSB elevators will be suitable for maintenance by third-party firms and
can be combined with other City facilities.
The construction contingency amount of $8,395,300, which equals 10 percent of the total
contract, is requested for related, additional, but unforeseen work that may develop during the
project. Typically, a ten percent contingency is requested for construction contracts and is
appropriate for a building of this complexity.
Staff asked Overaa why they did not submit a bid after applying for and receiving
prequalification status. Overaa indicated that they had lost key personnel and did not have the
resources to commit to this project in 2021. Webcor responded to the first round of bidding but
did not respond to the second round.
Bidding Climate
In order to assess the bids received in the context of comparable projects in this timeframe,
recent bids for similar municipal projects in the Bay Area were researched and are shown in the
table below. The table includes engineer’s estimate, low bid amount, the percent under/over
estimate, and dollars per building square foot. To the extent reflected in engineer’s estimates,
bid prices have come down since the pandemic has started. The bid prices received in October
2020 for the Cities of Sunnyvale and South San Francisco were more than 20% below the
engineer’s estimate. These projects are large campus type projects with one and two-story
buildings. The costs per square foot (SF) are $858 and $945, respectively.
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The PSB project low bid is 5.3% under the engineer’s estimate and $600 per square foot. The
PSB is approximately 137,000 square feet of enclosed area. The square footage breakdown
includes 51,282 SF for the main building, 5011 SF for the support structures in the operations
yard, and 80,581 SF for the underground parking garage. The PSB site is a constrained site and a
complex building, and also includes a two-level basement which requires significant dewatering
and shoring costs.
Staff believes bidding prices due to the pandemic are no longer trending down. Contractors
have been aggressively bidding during last summer and fall to build up their backlog of projects.
Labor remains the largest cost of any project. Labor rates are still high and have not fallen
during the COVID-19 pandemic. There is intense competition for subcontractors to attract and
retain skilled labor in the Bay Area. Labor and materials costs are expected to rise through
2021. The contractor bidding pool is limited for these types of projects, and many of the
contractors have already secured multi-year projects.
Nova Partners, Inc. Contract Amendment 4
On June 13, 2016, Council approved a contract with Nova Partners, Inc. for program
management of the nine Council Infrastructure Plan projects (the tenth project has since been
added to the Infrastructure Plan). The contract included “Optional Task 5” for construction
management services. The attached contract amendment (Attachment B) adds the necessary
scope and compensation for construction management services during the construction of the
Bid Date Agency Project
Bldg.
Size
(SF)
Base Bid
Estimate Low Bid
% Under
/ Over
Estimate $/SF
10/19/2017
City of
Palo Alto Fire Station #3 6,937 $5,500,000 $5,944,000 8% $857
10/24/2018
City of
Palo Alto
California
Avenue Parking
Garage 213,800 $37,465,410 $39,393,653 5.1% $184
12/10/2019
South San
Francisco
Community
Civic Campus
Phase 1 44,000 $46,000,000 $47,563,300 3.4% $1,081
6/11/2020 Hayward
Fire Training
Center 46,300 $57,000,000 $52,397,000 -8.1% $1,131
10/1/2020 Sunnyvale
Civic Center
Modernization
Phase 1 202,300 $220,488,642 $174,117,000 -21% $858
10/23/2020
South San
Francisco
Community
Civic Campus
Phase 2 80,000 $105,109,000 $75,608,971 -28% $945
1/5/2021 Palo Alto
Public Safety
Building 136,874 $86,735,000 $82,154,000 -5.3% $600
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PSB. These services include conducting weekly OAC (Owner/Architect/Contractor) meetings to
review the project schedule and open items that require resolution, reviewing contractor
payment applications for level of completeness for payment, reviewing change order requests,
provision of special inspections and testing, processing contract change orders, providing
expert review of entitlement to changes, reviewing of project schedules, and monitoring
adherence to the contract requirements and general conditions.
RossDrulisCusenbery Architecture, Inc. Contract Amendment 1
Since the design and environmental review process started in early 2017, numerous significant
scope changes were made to the overall project affecting both timeline and budget. In recent
years, construction cost escalation has been excessive to the point where each month of delay
in project construction start added approximately $350,000 to the cost estimate. To keep both
the Garage and PSB projects moving through the extensive design process, staff utilized the
entire contract additional services budget ($797,000) and also utilized the available contract
budget that was designated for PSB construction administration ($1,392,329). Staff utilized the
administrative authority in the contract to move funding from the PSB construction
administration budget to support the ongoing design and Garage construction administration
work.
The attached amendment is required to replenish the PSB construction administration budget,
augment the Garage construction administration budget, and replenish the contingency budget
in the contract. The additional services fall into the general categories of consultant services not
originally included in the contract that would otherwise have been separately contracted for,
additional design work and options analysis conducted to evaluate ARB comments and
opportunities for project cost reductions, and extension of time of construction administration
services for both the Garage and PSB construction durations. For example, extended services
for the Garage totaled approximately $100,000, and design of PSB technology systems and
emergency radio systems (by WSP and Winbourne, respectively) totaled $594,000. While not
exhaustive, the following are some of the key items that were authorized or are included as
additional costs for PSB construction:
1. Additional traffic engineer analysis for the EIR scope
2. Additional consultant time for the ARB process
3. Acoustical engineering for the EIR mitigation and monitoring program
4. The increased scope of the Cal Ave Garage size and basement level design
5. Setback studies of design alternatives along Jacaranda Lane
6. Additional landscape design iterations
7. Peer review of cost estimates
8. Peer review of PSB hazards analysis
9. Additional scope for the mechanical design of the Cal Ave Garage (a fire water pump
and emergency generator were required)
10. Splitting the ARB review into two separate tracks where the original intent was to
present both structures as a uniform and complementary civic center type project.
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Splitting the ARB review process allowed the garage to get to construction more quickly.
11. Addition of a waterproofing consultant
12. Addition of a shoring design consultant
13. Preparation of options for the Parking Guidance System (APGS)
14. Multiple design iterations for the PSB basement size and layout
15. Landscape and site design iterations for the PSB multi-purpose room
16. Architect attendance at additional Council Meetings
17. Detailed signage designs
18. Street lighting design
19. Predesign investigation of existing site utilities
20. Additional plan set preparation for modifications between the bid set and final
construction set
21. Extension of PSB construction administration from originally anticipated 730 days to 880
days
Staff had intended to bring an amendment to the RossDrulisCusenbery Architecture, Inc.
contract in mid-2020, but delayed the amendment to coincide with approval of the PSB
construction contract. As a result, the authorized contract amount for services provided to date
has been exceeded by approximately $210,000. If Council chooses not to proceed with PSB
construction at this time, staff requests that Council authorize the City Manager to execute a
limited contract amendment to cover the additional costs of approximately $210,000.
Waterproofing Inspection Services
On October 28, 2020, the City released a Request for Proposal (RFP No. 180741) for
Professional Services to provide third-party waterproofing inspection services to support the
long-term warranty of the PSB subgrade liner. Two proposals were submitted. Public Works
Engineering Services staff and a representative from Nova reviewed each firm’s submittal in
response to the criteria identified in the RFP. The selection committee unanimously picked
Consolidated Engineering Laboratories (CEL) as the top candidate. Staff recommends awarding
the contract (Attachment D) to CEL based on their experience and understanding of the
services required.
Santa Clara County Lease
The construction of the PSB will involve the entire parcel that is currently known as Lot C-6. The
operational basement extends to the property line on 3 of the 4 sides of the rectangular parcel.
There will be no room for contractor staging or temporary office trailers. Therefore, staff
contacted and negotiated a temporary lease with the County of Santa Clara for a portion of the
Courthouse parking lot (Attachment E). The construction logistics also include the complete
closure of Sherman Avenue between Park Boulevard and Birch Street. This closure of Sherman
Avenue will cause a problem for the County Sheriff’s prisoner transportation bus. To mitigate
this, a temporary driveway into the Courthouse parking lot will be constructed along with the
temporary closure of the leased area of the lot. The driveway and parking lot reconfiguration
(and restoration at the end of the project) will be funded via the awarded Add Alternate bid
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item for $130,000. The lease includes provisions to allow extended Courthouse parking in the
new Cal Ave Garage and use payments to the County of approximately $125,000 for the
duration of the project.
Caltrain Parking Lease
To minimize the impact of contractor parking on the California Avenue business district, Staff
plans to lease up to 44 stalls on a month-to-month basis from the Peninsula Corridor Joint
Powers Board (JPB) as was done on the recent Garage project. The leased stalls are at the far
end of the Cal Ave Caltrain Station parking lot. The stalls will be designated for the use of the
contractor’s employees and subcontractors. The stalls at the far end of the lot are currently and
historically underutilized. Staff’s recommendation includes authorization to finalize
negotiations and execute the lease per the JPB standard parking license template (Attachment
F). The Caltrain parking lease is anticipated to include payments of approximately $125,000 for
the duration of the project. If COVID-19 continues to reduce parking demand in the project
vicinity, staff may delay execution of the parking lease to reduce this expense. While parking
demand is low due to the COVID-19 shelter-in-place, the construction workers could utilize the
new garage at 350 Sherman Avenue instead. The new garage is equipped with an Automated
Parking Guidance System (APGS) that can provide real-time and historical data to staff to
monitor the garage capacity. This information would provide the trigger point of when the
Caltrain parking lease would be needed.
Timeline
The PSB construction is expected to begin in early 2021 and is anticipated to complete by
summer 2023.
Resource Impact
Funding for the recommendations in this report is available in the Fiscal Year 2021 New Public
Safety Building Capital Improvement Program project (PE-15001).
Project Costs Prior Years
Actuals
FY 2021
Modified
Budget*
Subsequent Years
Estimated Costs Project Total
Design $7,429,096 $2,739,814 - $10,168,910
Construction - $102,463,154 $3,000,000 $105,463,154
Salary &
Benefits $1,148,721 $400,000 $800,000 $2,348,721
Total $8,577,817 $105,602,968 $3,800,000 $117,980,785
*Includes FY2020 final reappropriation and technical clean-up of $2,018,149, approved by
Council on October 5, 2020 (ID #11526).
Following this report, the Council and members of the Council sitting as the Board of Directors
of the Palo Alto Public Improvement Corporation will be asked to authorize execution and
delivery of one series of Certificates of Participation (COPs) to finance a significant portion of
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the Public Safety Building construction (Staff Report ID # 11665). Internally, the COPs debt
service is expected to be paid by the portion of the transient occupancy tax (TOT) revenues
dedicated by the Council for infrastructure though from the bond holder’s perspective, the
General Fund (through a lease payment structure described in the bond issuance report) will be
backing the COPs bonds.
Policy Implications
Both the Cal Ave Garage and PSB projects are consistent with this element of the 2030
Comprehensive Plan:
Policy L-9.10 Design public infrastructure, including paving, signs, utility structures,
parking garages and parking lots to meet high- quality urban design
standards and embrace technological advances. Look for opportunities
to use art and artists in the design of public infrastructure. Remove or
mitigate elements of existing infrastructure that are unsightly or
visually disruptive.
The PSB project is consistent with these 2030 Comprehensive Plan elements:
Policy S-1.7 Regularly review the adequacy of law enforcement services and
emergency services in the city. Plan and develop law enforcement
infrastructure and technology according to overall need and city
growth.
and
Program S1.7.2 Design the new Public Safety building to essential service standards and to meet the needs of the public safety
departments and be resilient against known threats and hazards.
The California Avenue Garage is consistent with this element of the 2030 Comprehensive Plan:
Program N7.6.2 Promote use of the top floors of new and existing structured
automobile garages for installation of photovoltaic panels and
green roofs.
Stakeholder Engagement
Public Works has and is engaging designated staff from the key departments that will be
occupying the PSB upon completion. Additionally, the PSB design was reviewed and
recommended for approval via the Architectural Review Board process that notifies nearby
residents and publishes formal meeting agendas online and via newspaper advertisements.
The project website is regularly updated with current information and email newsletters are
sent to persons who sign up to the mailing list via the website.
Environmental Review
An Environmental Impact Report for the PSB and the New California Avenue Area Parking
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Garage was prepared and was certified by Council on June 11, 2018 (ID #8967), by adoption of
Resolution No. 9772.
Attachments:
• Attachment A - Swinerton Construction Contract C21178123B
• Attachment B - Amendment 4 to Nova Partners Contract C16163034
• Attachment C - Amendment 1 to RDC Contract C17165953
• Attachment D - Consolidated Engineering Laboratories Contract C2118074
• Attachment E - Draft Court House Parking Lot Lease
• Attachment F - Caltrain Parking License Template
• Attachment G - Bid Summary
• Attachment H - Construction Camera Policy
CONSTRUCTION CONTRACT
Contract No. C21178123B
City of Palo Alto
Public Safety Building Project
Attachment A
CITY OF
PALO
ALTO
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……………………………………………………………………………………………………….8
6.5 Adjustments to Contract Time……………………………………………………………………………………9
SECTION 7 COMPENSATION TO CONTRACTOR………………………………………………………………………9
7.1 Contract Sum………………………………………………………………………………………………………………9
7.2 Full Compensation………………………………………………………………………………………………………10
SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..10
8.1 Standard of Care…………………………………………………………………………………..……………………10
SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..……10
9.1 Hold Harmless……………………………………………………………………………………………………………39
9.2 Survival………………………………………………………………………………………………………………………10
SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………..10
10.1 Municipal Code Requirement…………….………………………………..……………………………………..10
SECTION 11 INSURANCE AND BONDS.……………………………………………………………………………………11
11.1 Evidence of Coverage…………………………………………………………………………………………………11
SECTION 12 PROHIBITION AGAINST TRANSFERS………………………………………………………………….….11
12.1 Assignment…………………………………………………………………………………………………………………11
12.2 Assignment by Law.……………………………………………………………………………………………………11
SECTION 13 NOTICES……………………………………………………………………………………………………………….12
13.1 Method of Notice ………………………………………………………………………………………………………12
13.2 Notice Recipents ……………………………………………………………………………………………………….12
13.3 Change of Address……………………………………………………………………………………………………..12
SECTION 14 DEFAULT…………………………………………………………………………………………………………......13
14.1 Notice of Default………………………………………………………………………………………………………..13
14.2 Opportunity to Cure Default………………………………………………………………………………………13
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………………………………………………………………………………………………14
15.2 Delays by Sureties……………………………………………………………………………………………………….14
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…………………………………………………………………………………………......15
15.5 Termination Without Cause……………………………………………………………………………………….15
15.5.1 Compensation…………………………………………………………………………………………………………15
15.5.2 Subcontractors………………………………………………………………………………………………………….15
15.6 Contractor’s Duties Upon Termination………………………………………………………………...........16
SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES…………………………………………………………………16
16.1 Contractor’s Remedies……………………………………..………………………………..………………………….16
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………………………………………………………………………….17
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…………………………………………………………………………………………………………………….18
21.1 Waiver…………………………………………………………………………………………………………………………....18
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
30.1 Amendments of Laws…………………………………………………………………………………………………….20
SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….……….20
31.1 Workers Compensation…………………………………………………………………………………………………20
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
CONSTRUCTION CONTRACT
THIS CONSTRUCTION CONTRACT entered into on (“Execution Date”) by and between the CITY OF PALO
ALTO, a California chartered municipal corporation ("City"), and Swinerton Builders ("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 92 and Department of Industrial Relations Registration Number 1000000296.
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 December 9, 2020, City issued an Invitation for Bids (IFB) to contractors for the Public Safety Building
(“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 Public Safety Building Project, located at 250 Sherman Avenue, Palo Alto, CA. 94306 ("Project").
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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 Order
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.
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 Eight Hundred Eighty calendar days (880) 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
Fourteen Thousand dollars ($14,000) 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 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 Eighty Three Million Nine Hundred Fifty Three Thousand Dollars ($83,953,000.00).
This amount includes the Base Bid and Additive Alternates (Bid Items 1, 2, 3, and 4 and Additive
Alternate Bid Items 5, 6, 7, and 8.)
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.
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.
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: Matt Raschke
AND
Nova Partners
207 Moffet Blvd.,
Mountain View, CA 94043
Attn: Joe Capps-Jenner
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 sent by registered mail or certified mail with return receipt requested.
All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at:
Swinerton Builders
260 Townsend Street,
San Francisco, CA 94107
Attn: Lori Dunn-Guion, Division Manager
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.
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 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.
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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.
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, 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.
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.
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 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 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 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 have caused this Construction Contract to be executed the date and year first above
written. CITY OF PALO ALTO
____________________________
Purchasing Manager
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
APPROVED:
____________________________
Public Works Director
CONTRACTOR
Officer 1
By:___________________________
Name:________________________
Title:__________________________
Date: _________________________
Officer 2
By:__________________________
Name: _______________________
Title:_________________________
Date:_________________________
IZI
CITY OF PALO ALTO
GENERAL CONDITIONS
GENERAL CONDITIONS
TABLE OF CONTENTS
ARTICLE 1 – PRELIMINARY PROVISIONS 26
1.1 DEFINITIONS .................................................................................................................................... 26
1.2 OWNERSHIP AND USE OF DOCUMENTS .......................................................................................... 31
1.3 INTERPRETATION OF CONTRACT DOCUMENTS ............................................................................... 32
ARTICLE 2 – CITY’S RIGHTS AND OBLIGATIONS 33
2.1 INFORMATION AND SERVICES PROVIDED BY CITY .......................................................................... 33
2.2 ACCESS TO PROJECT SITE ................................................................................................................. 34
2.3 CITY'S RIGHT TO STOP THE WORK ................................................................................................... 34
2.4 CITY’S RIGHT TO CARRY OUT THE WORK ......................................................................................... 34
2.5 ACCESS TO MUNICIPAL SERVICES CENTER ...................................................................................... 34
2.6 EMERGENCY TERMINATION OF CONTRACT .................................................................................... 35
ARTICLE 3 – CONTRACTOR’S RIGHTS AND OBLIGATIONS 35
3.1 REVIEW OF THE SITE, CONTRACT DOCUMENTS AND FIELD CONDITIONS ...................................... 35
3.2 SUPERVISION AND CONSTRUCTION PROCEDURES ......................................................................... 36
3.3 RESPONSIBILITY FOR THE WORK ..................................................................................................... 37
3.4 LABOR, WORKMANSHIP, MATERIALS AND MANUFACTURED ITEMS.............................................. 37
3.5 CONTRACTOR'S WARRANTY ............................................................................................................ 37
3.6 CONSTRUCTION METHODS AND PROCEDURES............................................................................... 38
3.7 TAXES ........................................................................................................................................ …..38
3.8 LEGAL REQUIREMENTS .................................................................................................................... 38
3.9 PROJECT STAFF ................................................................................................................................ 39
3.10 SCHEDULES REQUIRED OF CONTRACTOR ........................................................................................ 39
3.11 DOCUMENTS AND SAMPLES AT PROJECT SITE ................................................................................ 41
3.12 SUBMITTALS ..................................................................................................................................... 41
3.13 TRADE NAMES, SUBSTITUTIONS ...................................................................................................... 43
3.14 DAILY REPORTS BY CONTRACTOR .................................................................................................... 44
3.15 CUTTING AND PATCHING ................................................................................................................ 44
3.16 ACCESS TO THE WORK ..................................................................................................................... 45
3.17 ROYALTIES AND PATENTS ................................................................................................................ 45
3.18 PERMITS AND LICENSES ................................................................................................................... 45
3.19 DIFFERING SITE CONDITIONS ........................................................................................................... 45
3.20 INSPECTIONS .................................................................................................................................... 46
3.21 STOP NOTICES ................................................................................................................................. 47
3.22 PARKING ........................................................................................................................................... 47
3.23 USE OF THE PROJECT SITE AND CLEAN UP ...................................................................................... 47
3.24 ENVIRONMENTAL CONTROLS .......................................................................................................... 48
3.25 TEMPORARY WATER, LIGHT AND POWER ....................................................................................... 54
3.26 CITY TRUCK ROUTE ORDINANCE ...................................................................................................... 54
3.27 UNFAIR BUSINESS PRACTICE CLAIMS .............................................................................................. 54
3.28 EXISTING UTILITIES ........................................................................................................................... 54
ARTICLE 4 – ADMINISTRATION OF THE CONTRACT………………………………………………………………………………………………55
4.1 CONTRACT ADMINISTRATION BY CITY, DESIGN CONSULTANT AND
CONSTRUCTION MANAGER …………………………………………………........................................................55
4.2 CLAIMS………………………………………………………………………………………………………………………………………...56
4.3 RESOLUTION OF CONTRACT DISPUTES………………………………………………………………………………………….60
ARTICLE 5 – SUBCONTRACTORS…………………………………………………………………………………………………………………………...63
5.1 CONTRACTOR'S AWARD OF SUBCONTRACTS .................................................................................. .63
5.2 SUBCONTRACTOR RELATIONS ........................................................................................................... 63
5.3 CONTINGENT ASSIGNMENT OF SUBCONTRACTS .............................................................................. 65
5.4 CONTRACTOR AND SUBCONTRACTOR RESPONSIBILITY………………………………………………………………..65
ARTICLE 6 – CONSTRUCTION BY CITY OR BY SEPARATE CONTRACTORS……………………………………………………………...65
6.1 CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS……………..65
6.2 MUTUAL RESPONSIBILITY .................................................................................................................. 65
6.3 CITY’S RIGHT TO CLEAN UP ................................................................................................................ 66
ARTICLE 7 – CHANGES…………………………………………………………………………………………………………………………………….66
7.1 CHANGES ........................................................................................................................................... 66
7.2 CHANGE ORDERS AND CHANGE ORDER REQUESTS .......................................................................... 68
7.3 FIELD ORDERS .................................................................................................................................... 72
7.4 DISPUTES REGARDING CHANGES .................................................................................................... 73
ARTICLE 8 – CONTRACT TIME ………………………………………………………………………………………………………………………….73
8.1 COMMENCEMENT OF THE WORK ................................................................................................... 73
8.2 PROGRESS AND COMPLETION ......................................................................................................... 73
8.3 CONSTRUCTION HOURS ................................................................................................................... 74
8.4 HOLIDAYS ......................................................................................................................................... 74
8.5 DELAY ............................................................................................................................................... 75
ARTICLE 9 – PAYMENTS AND COMPLETION……………………………………………………………………………………………………..77
9.1 SCHEDULE OF VALUES ..................................................................................................................... 77
9.2 PROGRESS PAYMENT ....................................................................................................................... 77
9.3 APPLICATION FOR PAYMENT ........................................................................................................... 78
9.4 CERTIFICATE FOR PAYMENT ............................................................................................................ 79
9.5 DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RENTENTION INTO ESCROW 80
9.6 BENEFICIAL OCCUPANCY ................................................................................................................. 81
9.7 SUBSTANTIAL COMPLETION ............................................................................................................ 82
9.8 FINAL COMPLETION AND FINAL RETENTION ................................................................................... 82
ARTICLE 10 – PROTECTION OF PERSONS AND PROPERTY……………………………………………………………………………….84
10.1 SAFETY PRECAUTIONS AND PROGRAMS ......................................................................................... 84
10.2 SAFETY OF PERSONS AND PROPERTY .............................................................................................. 84
10.3 EMERGENCIES .............................................................................................................................. 8686
ARTICLE 11 – INSURANCE AND BONDS …………………………………………………………………………………………………………….86
11.1 CONTRACTOR'S INSURANCE ............................................................................................................ 86
11.2 BOND REQUIREMENTS .................................................................................................................... 88
ARTICLE 12 –DEFECTIVE WORK…………………………………………………………………………………………………………………….89
12.1 UNCOVERING OF WORK .................................................................................................................. 89
12.2 CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD .................................... 89
12.3 ACCEPTANCE OF DEFECTIVE WORK................................................................................................. 91
ARTICLE 13 – STATUTORY REQUIREMENT…………………………………………………………………………………………………… 91
13.1 STATE LABOR LAW ........................................................................................................................... 91
13.2 WORKDAY ........................................................................................................................................ 92
ARTICLE 14- SB 854 COMPLIANCE
14.1 LABOR PROVISIONS ......................................................................................................................... 92
ATTACHMENTS:
A: FIELD ORDER
B: CHANGE ORDER REQUEST
C: CONTRACT CHANGE ORDER
ARTICLE 1 – PRELIMINARY PROVISIONS
1.1 DEFINITIONS
Terms appearing in the Contract Documents with initial capitalization shall have the meanings set forth
below:
1.1.1 ACCEPTANCE: The point after Final Completion when Contractor has fully performed all
of the requirements of the Contract Documents and the Work is accepted by City in writing.
1.1.2 ADDENDA, ADDENDUM: Written or graphic information (including, without limitation,
Drawings or Special Provisions and Technical Specifications) prepared and issued by City Engineer prior to
the deadline for submission of Bids, which modify or interpret the Contract Documents by additions,
deletions, clarifications or corrections
1.1.3 ALLOWABLE COSTS: Actual and direct costs for performing Extra Work, including labor,
materials, supplies, and equipment, as further specified herein, in Article 7 – Changes.
1.1.4 ALLOWANCE: An amount included in the Bid for Work that may or may not be included
in the Project, or for portions of Work where the amount or scope of the Work cannot be ascertained at
the time of Bid submissions.
1.1.4 ALTERNATE(S): Those portions of the Bid setting forth the price(s) for optional or
alternative items of Work not covered by the Base Bid.
1.1.5 APPLICABLE CODE REQUIREMENTS: All applicable federal, state and municipal laws,
statutes, building codes, ordinances and regulations of governmental authorities having jurisdiction over the Project, Work, Site, Contractor or City.
1.1.6 APPLICATION FOR PAYMENT: An itemized application for payment prepared and
submitted by Contractor for review and approval by City, which is prepared, submitted and accompanied
by supporting documentation in accordance with the requirements of the Contract Documents.
1.1.7 APPROVE, APPROVED or APPROVAL: Whether capitalized or not capitalized, shall mean,
unless otherwise stated, either an express approval contained in a written statement signed by the
approving authorized individual or deemed approved in accordance with the terms, conditions and
procedures set forth in the Contract Documents. All such approvals by or on behalf of City (including,
without limitation, approvals by Construction Manager) may be granted or withheld in the sole discretion
of City.
1.1.8 AS-BUILT DOCUMENTS: The Contract Documents showing the condition of the Work as
actually built, including, without limitation, the locations of mechanical, electrical, plumbing, HVAC or
similar portions of the Work that are shown diagrammatically in the Contract Documents approved by City.
These documents are maintained by Contractor on the Site and delivered, along with an electronic version
of the set, to City upon Final Completion.
1.1.9 BASE BID: The sum stated in the Bid to perform the Work, exclusive of any Alternate(s).
1.1.10 BENEFICIAL OCCUPANCY: City's right, at its option and convenience, to occupy or
otherwise make use of all or any part of the Work prior to either Substantial Completion, Final Completion,
or Acceptance.
1.1.11 BID: A written bid proposal submitted to City for the Project in response to City’s
Invitation for Bids.
1.1.12 BIDDER: An individual or entity that submits a Bid.
1.1.13 CERTIFICATE FOR PAYMENT: The form for approval by the Construction Manager of
Contractor's Application for Payment.
1.1.14 CHANGE: Additions, deletions, or other modifications to the Work, which may or may not
involve Extra Work and which may or may not involve an adjustment (increase or decrease) to the Contract
Sum or the Contract Time under the terms of the Contract Documents.
1.1.15 CHANGE ORDER: A duly authorized written instrument signed by City, or by City and
Contractor, which operates to amend the scope of Work, and which may also amend the Contract Sum or
the Contract Time.
1.1.16 CHANGE ORDER REQUEST: Contractor's written request for a Change Order.
1.1.17 CITY: City of Palo Alto, a California chartered Municipal Corporation.
1.1.18 CITY ENGINEER: City Engineer of City of Palo Alto or its designee.
1.1.19 CLAIM: A separate demand by Contractor, submitted in writing by registered or certified
mail with return receipt requested, for change in the Contract Time, including a time extension or relief
from liquidated damages, or a change in the Contract Price, which has previously been submitted to City in
accordance with the requirements of the Contract Documents, and which has been rejected or disputed by
City, in whole or in part.
1.1.20 CLIENT DEPARTMENT: Department or Division of City of Palo Alto identified as the end
user of the facilities.
1.1.21 CONSTRUCTION CONTRACT: The written contract executed between City and Contractor
for construction of the Project.
1.1.22 COMPENSABLE DELAY: A Delay for which Contractor may be entitled under the Contract
Documents to both an extension of the Contract Time and an adjustment of the Contract Sum for additional
compensation.
1.1.23 CONSTRUCTION MANAGER: The City designated employee, project manager or an
individual, partnership, corporation, joint venture or other legal entity under contract with City to perform
construction management services for the Project. The term "Construction Manager" means Construction
Manager or Construction Manager's authorized representative.
1.1.24 CONSTRUCTION SCHEDULE: The Approved graphical representation of Contractor’s as-
planned schedule for performance of the Work, and all Approved updates thereto, prepared in accordance
with the requirements of the Contract Documents and that provides for Substantial Completion of the Work
within the Contract Time.
1.1.25 CONTRACT DISPUTE: A dispute arising out of or related to the Construction Contract or
the interpretation, enforcement or breach thereof, except as specified in Article 4 herein.
1.1.26 CONTRACT DISPUTE RESOLUTION PROCESS: The process of resolution of Contract
Disputes, and, upon election of City, disputes as set forth in Article 4 of these General Conditions.
1.1.27 CONTRACT DOCUMENTS: This term shall be as defined in Section 3 of the Construction
Contract.
1.1.28 CONTRACT SUM: The total amount of compensation stated in the Construction Contract
that is payable to Contractor for the performance of the Work in accordance with the Contract Documents,
including adjustments made by Change Order.
1.1.29 CONTRACT TIME: The total number of days set forth in the Construction Contract within
which Substantial Completion of the Work must be achieved by Contractor, including any adjustments of
time (increases or decreases) made by Change Order.
1.1.30 CONTRACTOR: The individual or firm under contract with City to serve as the General
Contractor for construction of the Project, including Contractor's authorized representative.
1.1.31 CONTRACTOR MARKUP: A fixed sum calculated as ten percent (10%) of applicable
Allowable Costs incurred by Contractor or Subcontractor for performing Extra Work with its own forces,
which is deemed to be full compensation for Contractor’s or Subcontractor’s indirect costs associated with
Extra Work, including, overhead, profit, and other indirect costs not included in the Allowable Costs.
Contractor Markup is separate from and does not include Subcontractor Markup as defined herein.
1.1.32 DAY: Whether capitalized or not, unless otherwise specifically provided, means calendar
day, including weekends and legal holidays.
1.1.33 DEFECTIVE WORK: Work by Contractor that is unsatisfactory, faulty, omitted, incomplete, deficient or does not conform to the Applicable Code Requirements, the Contract Documents, the directives
of City or the requirements of any inspection, reference standard, test, code or approval specified in the
Contract Documents.
1.1.34 DELAY: Whether capitalized or not, includes any circumstances involving disruption,
hindrance, or interference in the performance of the Work within the Contract Time.
1.1.35 DELETED WORK: Work that is eliminated due to a Change in the Work requested by City
or Contractor for which City is entitled to a deductive adjustment in the Contract Sum.
1.1.36 DESIGN CONSULTANT: The individual(s) or firm(s) under contract with City to provide
design or engineering services for the Project and responsible for preparing the Contract Documents for
the Project. The term "Design Consultant" means Design Consultant or Design Consultant's authorized
representative.
1.1.37 DRAWINGS: The graphic and pictorial portions of the Contract Documents showing the
design, location, and dimensions of the Work, generally including plans, elevations, subparagraphs, details,
schedules and diagrams. The Drawings are outlined in the Drawing Index. The term “Drawings” may be
used interchangeably with "Plans."
1.1.38 ESCROW AGENT: A state or federally chartered bank in the State of California which holds
securities pursuant to an escrow agreement as set forth in Section 9.5 of these General Conditions.
1.1.39 EXCUSABLE DELAY: A Delay for which Contractor may be entitled under the Contract
Documents to an extension of time, but not compensation.
1.1.40 EXISTING IMPROVEMENTS: All improvements located on the Site as of the date of
execution of the Construction Contract, whether above or below the surface of the ground, including but
not limited to existing buildings, utilities, infrastructure improvements and other facilities.
1.1.41 EXTRA WORK: Additional Work or costs due to a Change in the Work that is not described
in or reasonably inferable from the Contract Documents which may be the basis for an adjustment of the
Contract Sum and/or the Contract Price under the terms of the Contract Documents. Extra Work shall not
include additional Work or costs arising from Contractor’s failure to perform any of its duties or obligations
under the Contract Documents.
1.1.42 FIELD ORDER: A written instrument signed by the City or its Construction Manager that
authorizes and directs performance of the Work described therein, and which may or may not include
adjustments (increase or decrease) to the Contract Sum and/or Contract Time.
1.1.43 FINAL COMPLETION: Full completion of all Work required by the Contract Documents,
including all punch list items, and submission of Record Documents, all to City’s satisfaction.
1.1.44 FINAL PAYMENT: Final payment of the Contract Sum following Final Completion,
including release of undisputed retention, less any amounts withheld or offset pursuant to the Contract
Documents, including, but not limited to, liquidated damages, unreleased stop notices, amounts subject to
setoff, and up to 150% of unresolved third-party claims for which Contractor is required to indemnify City,
and up to 150% of any amounts in dispute as authorized by Public Contract Code Section 7107.
1.1.45 FRAGNET: A “Fragnet”, sometimes referred to as “time impact analysis,” is a
contemporaneous, fragmentary scheduling network, which graphically identifies the sequencing of all
critical and non-critical new activities and/or activity revisions affected by a Change Order or Delay, with
logic ties to all affected existing activities noted on the Construction Schedule. Its objective is to isolate and quantify any time impact of a specific issue, determine and demonstrate any such specific Delay in relation
to past and/or other current Delays and to provide a method for incorporating adjustments to the Contract
Time into the Construction Schedule.
1.1.46 GENERAL CONDITIONS: That portion of the Contract Documents relating to the
administrative procedures to be followed by Contractor in carrying out the Work.
1.1.47 HAZARDOUS SUBSTANCES: Refers to, without limitation, the following: any chemical,
material or other substance defined as or included within the definition of hazardous substances, hazardous
materials, hazardous wastes, extremely hazardous substances, toxic substances, toxic material, restricted
hazardous waste, special waste, universal wastes or words of similar import under any Environmental Law.
1.1.48 LOSSES: Any and all losses, costs, liabilities, Claims, damages, liquidated damages,
actions, judgments, settlements, expenses, fines and penalties. "Losses" do not include attorneys' fees.
1.1.49 NOTICE OF AWARD: Written notice issued by City notifying Contractor of issuance of the
Construction Contract.
1.1.50 NOTICE TO PROCEED: Written notice issued by City to Contractor to begin the Work.
1.1.51 PERFORMANCE BOND, PAYMENT BOND: The performance and payment bonds to be
provided by Contractor for the Project.
1.1.52 PLANS: The graphic and pictorial portions of the Contract Documents showing the design,
location and dimensions of the Work, generally including plans, elevations, subparagraphs, details,
schedules and diagrams. The term “Plans” may be used interchangeably with "Drawings."
1.1.53 PRE-CONSTRUCTION MEETING: A meeting held with the Project Team prior to beginning
construction in order to review Contract Documents and clarify roles, responsibilities and authority of the
Project Team.
1.1.54 PROJECT: The total construction, of which the Work performed by Contractor under the
Contract Documents may be the whole or part and which may include Work performed by City’s own forces
or by Separate Contractors.
1.1.55 PROJECT TEAM: Collectively, the Contractor, City, Design Consultant, Separate
Contractors, Construction Manager and other consultants and contractors providing professional and
technical consultation for the design and construction of the Project.
1.1.56 RECORD DOCUMENTS: The term “Record Documents” refers to the As-Built Documents,
warranties, guarantees and other documents required to be submitted by Contractor as a condition of Final
Completion.
1.1.57 REQUEST FOR INFORMATION: A written instrument, prepared by Contractor, which
requests an interpretation or clarification in the Work or a response to a question concerning the Work. A
Request for Information does not entitle Contractor to an adjustment in the Contract Sum unless it requires
Extra Work and Contractor requests and is entitled to such an adjustment in accordance with the provisions
of the Contract Documents.
1.1.58 REQUEST FOR INFORMATION RESPONSE: A written instrument, usually prepared by the Design Consultant, which sets forth an interpretation or clarification in the Work or a response to a
Contractor question concerning the Work.
1.1.59 SCHEDULE OF VALUES: A detailed, itemized breakdown of the Contract Sum, which
provides for a fair and reasonable allocation of the dollar values to each of the various parts of the Work.
1.1.60 SEPARATE CONTRACTOR: A person or firm under separate contract with City or other
entity performing other Work at the Site.
1.1.61 SITE: The physical site located within City where the Project is to be constructed, including
all adjacent areas for staging, storage, parking and temporary offices.
1.1.62 SPECIAL PROVISIONS AND TECHNICAL SPECIFICATIONS: The portions of the Contract
Documents consisting of the written requirements for materials, equipment, standards, skill, quality for the
Work and performance of related services. These provisions may also contain amendments, deletions or
additions to the General Conditions.
1.1.63 STATEMENT OF CONTRACT DISPUTE: The Contractor’s written statement prepared in
accordance with Article 4 of these General Conditions required as a condition of its initiating the Contract
Dispute Resolution Process set forth in the Construction Contract.
1.1.64 SUBCONTRACTOR: A person or firm that has a contract with a Contractor to perform a
portion of the Work. The term "Subcontractor" includes suppliers and vendors and is referred to throughout
the Contract Documents as if singular in number and means a Subcontractor or an authorized
representative of the Subcontractor. “Subcontractor” includes Subcontractors of any tier.
1.1.65 SUBCONTRACTOR MARKUPS: A fixed sum calculated as fifteen percent (15%) of the
Subcontractor’s Allowable Costs incurred by Subcontractor for performing Extra Work, which is deemed to
be full compensation for Contractor’s indirect costs for having the Extra Work performed by the
Subcontractor, including, overhead, profit, and other indirect costs not included in Allowable Costs.
Subcontractor Markup is separate from and does not include Contractor Markup as defined herein.
1.1.66 SUBMITTALS: All shop drawings, samples, exemplars, product data and other submittals
required to be submitted by Contractor under the Contract Documents.
1.1.67 SUBSTANTIAL COMPLETION, SUBSTANTIALLY COMPLETE: As determined by City, the
point at which the Work is sufficiently complete to be occupied and utilized by City for its intended purpose,
and Contractor has fulfilled its obligations under the Contract Documents, except for minor punchlist items
which do not impair City's ability to so occupy and utilize the Project.
1.1.68 SUPERINTENDENT: The person appointed by Contractor, subject to approval by City, to
supervise and coordinate Contractor's own forces and Subcontractors in all aspects of the Work.
1.1.69 UNEXCUSED DELAY: Any Delay in the path of activities that is critical to Substantial
Completion of the Work within the Contract Time and which Delay is not attributable to the City. An
Unexcused Delay shall not entitle Contractor to either an extension of the Contract Time or an adjustment
of the Contract Sum. To the extent an Unexcused Delay is concurrent with an Excused Delay, the Excusable
Delay shall be conclusively deemed an Unexcused Delay.
1.1.70 WORK: All labor, materials, equipment, services, permits, fees, licenses and taxes, and all
other things necessary for Contractor to perform its obligations and complete the Project, including,
without limitation, any changes or additions requested by City, in accordance with the Contract Documents
and all Applicable Code Requirements.
1.2 OWNERSHIP AND USE OF DOCUMENTS
1.2.1 All originals, copies and electronic forms of Plans and Drawings, Technical Specifications,
(including, without limitation, the Contract Documents) shall not be used by Contractor, or any
Subcontractor, for any purpose other than performance of the Work. Contractor and Subcontractors are
granted a limited license, revocable at will by City, to use and reproduce applicable portions of the Contract
Documents appropriate to and for performing the Work under the Contract Documents; provided however,
that such use shall not reduce Owner’s rights to use and ownership of the documents.
1.2.2 Contractor shall keep on the Site of the Project, at all times, a complete set of City
approved, permitted Contract Documents for use by City.
1.2.3 Proposed Changes or refinements and clarifications will be provided to Contractor in the
form of reproducible prints. Contractor shall, at its own expense and without adjustment to the Contract
Sum, reproduce and distribute such prints as are necessary for the complete pricing of the Change and for
performance of the Work.
1.2.4 Contractor shall include a provision in all contracts with Subcontractors who perform
Work on the Project, protecting and preserving City’s rights to ownership and use of documents as set forth
in this Section 1.2.
1.3 INTERPRETATION OF CONTRACT DOCUMENTS
1.3.1 The Contract Documents are complementary and what is required by one shall be as
binding as if required by all.
1.3.2 In general, the Drawings will show dimensions, positions, and type of construction to be
completed; and the Special Provisions and Technical Specifications will define materials, quality and
standards. Any Work called for on the Drawings and not mentioned in the Special Provisions and Technical
Specifications, or vice versa, shall be performed as though fully set forth in both. Work not particularly
detailed, marked or specified, shall be the same as similar parts that are detailed, marked or specified.
1.3.3 Unless otherwise stated in the Contract Documents, technical words and abbreviations
contained in the Contract Documents are used in accordance with commonly understood construction
industry meanings and non-technical words and abbreviations are used in accordance with their commonly
understood meanings.
1.3.4 The Contract Documents may omit modifying words such as "all" and "any," and articles
such as "the" and "an." If a modifier or an article is not included in one statement and appears in another
it is not intended to affect the interpretation of either statement. The use of the word "including," when
following any general statement, shall not be construed to limit such statement to specific items or matters
set forth immediately following such word or to similar items or matters whether or not non-limiting
language (such as "without limitation," "but not limited to," or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement.
1.3.5 Whenever the context so requires, the use of the singular number shall be deemed to
include the plural and vice versa. Each gender shall be deemed to include the other gender, and each shall include corporation, partnership, trust, or other legal entity whenever the context so requires. The captions
and headings of the various subdivisions of the Contract Documents are intended only as a matter of
reference and convenience and in no way define, limit, or prescribe the scope or intent of the Contract
Documents or any subdivision thereof.
1.3.6 Any cross-references indicated between various subparagraphs or Drawings and
Documents are provided for the Contractor’s convenience and shall not be all-inclusive.
1.3.7 Unless specifically noted to the contrary, all Work, equipment, casework, mechanical,
electrical and similar devices of whatever nature in the Contract Documents shall be completely installed,
hooked-up, made operational and made functional for the purpose such are intended, and all costs
therefore are included in the Contract Sum.
1.3.8 Figured dimensions on scale Drawings and on full size Drawings shall govern over scale
Drawings without figured dimensions. The Drawings shall not be scaled to determine dimensions, and
(except in the case of diagrammatic Drawings) shall be calculated from figures shown on the Drawings.
Obvious discrepancies between scale and figured dimensions, unless marked "not to scale," must be
brought to the Construction Manager's attention before proceeding with the Work affected by the
discrepancy.
1.3.9 If there is a conflict between any of the Contract Documents, Contractor shall
immediately bring such conflict to the attention of City, whose decisions regarding such conflict shall be
final and binding as to the requirements of the Contract Documents. In the event of any conflicts between
or among the Applicable Code Requirements, the more stringent shall govern. In the event a conflict
between any of the Contract Documents is not resolved by the order of precedence established in the
Contract Documents, the highest standard of quality and skill, the most stringent requirements, and the
most specific provision of the Contract Documents shall govern and shall be required in the performance
of the Work.
1.3.10 The general character of the Work is shown in the Contract Documents, but Changes,
modifications, clarifications and refinements may be made in details when needed to more fully explain the
Work. Provided that they are a logical evolution of the Contract Documents that were bid by Contractor or
were reasonably inferable as necessary to provide a completed and fully operational system, facility or
structure, the same shall be considered part of the scope of the Work to be performed without adjustment
in the Contract Sum or the Contract Time.
1.3.11 Where on any Drawing a portion of the Work is drawn out and the remainder is indicated
in outline, the drawn-out parts shall apply also to all other like portions of the Work.
1.3.12 Contractor will provide all necessary labor, equipment, transportation and incidentals
required to complete the Work, even if the Contract Documents do not describe the Work in complete
detail.
1.3.13 Drawings and diagrams for mechanical, plumbing and electrical Work shall be considered
as diagrammatic only and shall not to be used for any structural guidance or physical layout, unless
specifically detailed or dimensioned, and Contractor shall be responsible to provide any and all numbers
and lengths of mechanical, plumbing or electrical fittings, wire, conduit, connections, attachments or similar materials needed to complete the Work, at no adjustment to the Contract Sum or Contract Time, whether
or not they exceed the numbers of such pieces or the lengths indicated by the Drawings.
1.3.14 City, in its sole discretion, will interpret the Contract Documents and make the
determination of whether or not Contractor has fulfilled the requirements of the Contract Documents. Such
interpretations and decisions of City shall be final and binding upon Contractor.
ARTICLE 2 –CITY’S RIGHTS AND OBLIGATIONS
2.1 INFORMATION AND SERVICES PROVIDED BY CITY
2.1.1 Except as otherwise provided in the Special Provisions and Technical Specifications,
Contractor shall obtain and pay for any permits, easements and governmental approvals, including City
building and related permits, for the use or occupancy of permanent structures required in connection with
the Work.
2.1.2 Requests for Information Responses, Approvals and decisions required of City, Design
Consultant or Construction Manager under the Contract Documents shall be provided by the Construction
Manager to Contractor upon request in a timely manner in order to avoid unreasonable Delay in the orderly
and sequential progress of the Work. Notwithstanding the foregoing, failure by City, Design Consultant,
Construction Manager or City’s other consultants to provide Request for Information Response, Approvals
or decisions shall not be considered as a basis for Contractor to seek adjustment in the Contract Time until
ten (10) Days after Contractor has delivered written notice to City and to the person from whom such
information, Approval or decision is requested, including the following:
(i) The notice must include the following statement: “You are hereby notified that certain
information, approval or decision described herein has not been provided in accordance with Paragraph
2.1.2 of the General Conditions and if not provided within ten (10) Days from this notice may result in
additional cost or a request for time extension due to Delay.”
(ii) A detailed description of the information, approval or decision required, accompanied by
copies of Contractor’s prior written request(s).
(iii) The date by which the information, approval or decision must be received so as to
not result in Delay to the Project, which shall in no event be earlier than ten (10) Days
after the date of City’s receipt of such notice.
2.1.3 City’s failure to provide the requested information, approval or decision within ten (10) days
following receipt of the above notification will not entitle Contractor to an increase in the Contract Sum or
Contract Time unless Contractor requests an increase in the Contract Sum and/or Contract Time by
submitting a Change Order Request in compliance with Article 7 herein.
2.2 ACCESS TO PROJECT SITE
City will make available, no later than the commencement date designated in the current construction
Schedule accepted by City, the lands and facilities upon which the Work is to be performed, including such
access and other lands and facilities designated in the Contract Documents, for use by Contractor.
2.3 CITY'S RIGHT TO STOP THE WORK
If Contractor fails to correct Defective Work as required by Section 12.2 of these General Conditions, fails
to perform the Work in accordance with the Contract Documents, or violates any Applicable Code Requirement, City may, without terminating the Contract, direct Contractor to stop the Work, or any
portion thereof, until the cause for such order has been eliminated by Contractor. Contractor shall not be
entitled to any adjustment of Contract Time or Contract Sum as a result of any such order. City shall have
no duty or responsibility to Contractor or any other party to exercise the right to stop the Work.
2.4 CITY’S RIGHT TO CARRY OUT THE WORK
If Contractor fails to carry out the Work in accordance with the Contract Documents, fails to provide
sufficient labor, materials, equipment, tools and services to maintain the Construction Schedule, or
otherwise fails to comply with any requirement of the Contract Documents, and fails within the time
specified in the Contract Documents, after receipt of notice from City to promptly commence and thereafter
diligently continue to completion the correction of such failure, City may, without prejudice to other
remedies City may have and without terminating the Contract, correct such failure at Contractor's expense.
In such case, City shall be entitled to deduct from payments then or thereafter due Contractor the cost of
correcting such failure, including compensation for the additional services and expenses of City and City's
consultants made necessary thereby. If payments then or thereafter due Contractor are not sufficient to
cover such amounts, Contractor shall pay the additional amount to City.
2.5 ACCESS TO MUNICIPAL SERVICE CENTER
For all Projects which require Contractor access to City’s Municipal Service Center (MSC), all Contractors
shall provide and all Contractor’s personnel shall at all times display, in the form of badges, identification
which shall include the Contractor’s name, the employee’s name, City’s Project Managers name and
telephone number, and the name and number of the Project being performed. Badge identification
information shall correspond with information contained in the bearer’s driver license or with other City
approved identification. Any discrepancies, or failure of Contractor’s personnel to display proper
identification, will in result their removal from the Project, or in refusal of access to the MSC.
2.6 EMERGENCY TERMINATION OF CONTRACT The Construction Contract is subject to termination as provided by Section 4410 and Section 4411 of the Government Code of the State of California, being portions of the Emergency Termination of Public Contract Act of 1949. In the event that the Construction Contract is terminated pursuant to said section, compensation to the Contractor shall be determined on the basis of the reasonable value of the Work done, including preparatory work. As an exception of the foregoing, in the case of any fully completed separate item or portion of the work for which there is a separate unit or contract price, the unit or contract price shall control.
ARTICLE 3 – CONTRACTOR’S RIGHTS AND OBLIGATIONS
3.1 REVIEW OF THE SITE, CONTRACT DOCUMENTS AND FIELD CONDITIONS
3.1.1 Contractor warrants that it is satisfied as to character, quality, and quantities of surface
and subsurface materials or obstacles to be encountered insofar as reasonably ascertainable from a careful
inspection of the Site (including, without limitation, Existing Improvements on the Site) and from the
geological investigation reports, data and similar information, if any, made available to Contractor by City.
Any failure by Contractor to take such information or conditions into consideration will not relieve
Contractor from responsibility for estimating the difficulty and cost of successfully completing the Work
within the Contract Sum and Contract Time.
3.1.2 Contractor warrants and represents that it has carefully reviewed the Bid and Contract
Documents prior to submitting its Bid and executing the Contract. The Contractor shall not be entitled, and
conclusively waives any right, to an adjustment in the Contract Sum or Contract Time for any additional or unforeseen costs or Delay in the performance of Work due to conditions in Contract Documents
constituting errors, omissions, conflicts, ambiguities, lack of coordination or noncompliance with Applicable
Code Requirements, if such conditions were either discovered by Contractor or could have been reasonably
discovered by Contractor or its Subcontractors in the exercise of care and diligence in the review of the
Contract Documents, subject to the limitations of Public Contract Code Section 1104.
3.1.3 If Contractor discovers what it perceives to be errors, omissions, conflicts, ambiguities,
lack of coordination or noncompliance with Applicable Code Requirements in the Contract Documents, then
Contractor shall, within two (2) days of discovery, notify City or the Construction Manager in writing stating
both of the following:
(i) A detailed description of the conditions discovered.
(ii) Contractor’s request for clarification, further details or correction of the Contract
Documents.
Failure by Contractor to provide written notice within the period of time required shall result in Contractor
waiving any right to adjustment in the Contract Sum or Contract Time on account thereof.
3.1.4 If Contractor believes it is entitled to an adjustment of the Contract Sum or Contract Time
for Extra Work based upon additional written or verbal instructions, information, or direction from City,
Design Consultant, or Construction Manager, it may submit a Change Order Request pursuant to Article 7
of the General Conditions within ten (10) days of receipt of such instructions, information, or direction.
3.1.5 The Contractor shall take field measurements of the existing field conditions verified.
Contractor shall carefully compare the field conditions with the Contract Documents and other information
known to Contractor before commencing the Work. Contractor shall promptly report in writing to the
Construction Manager any errors, inconsistencies, or omissions the Contractor discovers.
3.1.6 If Contractor performs any portion of the Work which it knows, or in the exercise of care
and diligence should have known, involves an error, omission, conflict, ambiguity, lack of coordination or
noncompliance with Applicable Code Requirements, without notifying and obtaining the written Approval
of City or before obtaining a written clarification, interpretation, instruction or decision from Construction
Manager, then any Work that is performed that is not in conformance with the clarifications, interpretation,
instruction or decision of City, Design Consultant or Construction Manager shall be removed or replaced
and Contractor shall be responsible for the resultant Losses with no adjustment in the Contract Sum or
Contract Time.
3.1.7 Existing Improvements at the Site, for which no specific description is made on the
Drawings, but which could be reasonably assumed to interfere with the satisfactory completion of the
Work, shall be removed and disposed of by Contractor, but only upon the specific direction and control of
City. Without limitation to the foregoing, and notwithstanding any information provided by City pertaining
to groundwater elevations and/or geological and soils conditions encountered, it is understood that it is
Contractor’s responsibility to determine and allow for the elevation of groundwater, and the geological and
soils conditions at the date of performance of the Work.
3.2 SUPERVISION AND CONSTRUCTION PROCEDURES
3.2.1 Contractor shall supervise, coordinate and direct the Work using Contractor's best skill
and attention and shall provide supervision sufficient to assure proper coordination and timely completion
of the Work. Contractor shall be solely responsible for and have control over construction means, methods, techniques, safety, sequences, procedures and the coordination of all portions of the Work.
3.2.2 Contractor shall be responsible for the accurate layout of all portions of the Work and
shall verify all dimensions on the Drawings and shall report to City any discrepancies before proceeding
with related Work.
3.2.3 Contractor may be assigned working space adjacent to the Site, and all field offices,
materials and equipment shall be kept within this area. Contractor shall be responsible for leaving the space
in as good condition as Contractor found it, or restoring it to the condition it was in prior to Contractor
commencing the Work.
3.2.4 Contractor shall be responsible to City for acts and omissions of Contractor's agents,
employees, and of Contractor’s Subcontractors, and their respective agents and employees. Unless
otherwise stated in or a contrary intention is reasonably inferable from the Contract Documents, references
to Contractor, when used in reference to an obligation bearing upon performance of the Work, shall be
deemed to include Contractor’s Subcontractors.
3.2.5 Contractor shall not be relieved of its obligation to perform the Work in accordance with
the Contract Documents by the act(s) or omission(s) by City in the administration of the Contract, or by
tests, inspections or Approvals required or performed by persons or firms other than Contractor.
3.3 RESPONSIBILITY FOR THE WORK
3.3.1 Contractor shall be in charge of and responsible for all portions of the Work of the
Contract, and shall be responsible for conforming such portions to the requirements of the Contract
Documents and readying such portions to receive subsequent Work.
3.3.2 Contractor shall at all times maintain good discipline and order among its employees and
Subcontractors. Contractor shall provide competent, fully qualified personnel to perform the Work, and
shall ensure that each Subcontractor and Sub-subcontractor engaged on the Site arranges the storage of
materials and equipment and performance of its Work so as to interfere as little as possible with Separate
Contractors or other persons engaged in work for City on the Site.
3.3.3 During the installation of Work, Contractor shall insure that existing facilities, fences, and
other structures are all adequately protected. Upon Final Completion of all Work, all facilities that may
have been damaged shall be restored to a condition acceptable to City.
3.3.4 Contractor is responsible for the security of the Site and all Work provided under the
terms of this Contract, as well as all Work provided by Separate Contractors that occurs on the Site at any
time prior to Final Completion and Acceptance of the Work by City.
3.4 LABOR, WORKMANSHIP, MATERIALS AND MANUFACTURED ITEMS
Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and
machinery, water, heat, utilities, transportation and other facilities and services necessary for proper
execution and completion of the Work, whether temporary or permanent and whether or not incorporated
or to be incorporated in the Work. Unless otherwise provided in the Contract Documents or otherwise
Approved by the Construction Manager, all articles, equipment and materials incorporated in the Work shall be new, of good quality, undamaged and not defective.
3.5 CONTRACTOR'S WARRANTY
3.5.1 In addition to the guarantee to repair referenced in Article 12 and any specific warranty
mentioned in the Project specifications, Contractor warrants to City that all materials and equipment used
in or incorporated into the Work will be of good quality, new and free of liens, Claims and security interests
of third parties; that all labor, installation, materials and equipment used or incorporated into the Work will
be of good quality and free from defects; and that the Work will conform with the requirements of the
Contract Documents and Applicable Code Requirements. If required by City, Contractor shall furnish
satisfactory evidence as to the kind and quality of materials and equipment. Manufactured items installed
in the Work and not specifically covered in the Contract Documents are to be installed in strict accordance
with manufacturers' current printed instructions.
3.5.2 All materials to be incorporated in the Work shall be protected from damage during
delivery, storage, and handling, and after installation until Acceptance of the Work, and Contractor shall,
without charge to City, be responsible for all damage to the materials or the Work due to Contractor's
failure to provide such proper protection.
3.6 CONSTRUCTION METHODS AND PROCEDURES
3.6.1 The methods and procedures adopted by Contractor shall be such as to secure a quality
of Work satisfactory to City and to enable completion of the Work in the time agreed upon. If at any time
such methods and procedures appear inadequate, City may order Contractor to improve the character or
increase efficiency, and Contractor shall conform to such order; but the failure of City to order such
improvement of methods or increase of efficiency will not relieve Contractor from its obligation to perform
the Work in accordance with the Contract Documents or within the Contract Time.
3.6.2 If the Contract Documents give specific instructions concerning construction means,
methods, techniques, sequences or procedures, Contractor shall be fully and solely responsible for the Site
safety for implementing such means, methods, techniques, sequences or procedures. If Contractor
determines that such means, methods, techniques, sequences or procedures may not be safe, Contractor
shall give written notice to City and shall not proceed with that portion of the Work without further written
instruction by City.
3.7 TAXES
3.7.1 Contractor and Subcontractors are responsible for paying all sales, consumer, business
license, use, income and payroll, and similar taxes for the Work or portions thereof provided by Contractor
and Subcontractors.
3.7.2 All Contractors and Subcontractors for Construction Contracts equal to or greater than $5
million dollars shall be required to obtain a sub permit with the California Board of Equalization for a direct
allocation of any and all applicable use tax to the City of Palo Alto, where the jobsite is located. Contractor
and applicable Subcontractors shall apply for and comply with all of the conditions of the sub permit
pursuant to Section 260.020 of the California State Board of Equalization, Chapter 2, “Compliance Policy and Procedures Manual: Registration, subchapter Contractors,” as may be amended from time to time.
3.8 LEGAL REQUIREMENTS
3.8.1 Contractor shall perform the Work in accordance with all Applicable Code Requirements,
even though such requirements are not specifically referenced in the Contract Documents.
3.8.2 When the Work required by the Contract Documents is in conflict with any Applicable
Code Requirement, Contractor shall notify Construction Manager and shall not proceed with the Work until
Construction Manager provides direction to the Contractor.
3.9 PROJECT STAFF
3.9.1 Contractor shall employ a complete and competent project staff for the duration of the
Work, which shall include separate individuals designated to act as Superintendent, project manager,
project engineer(s) and administrative assistant(s), plus such other persons necessary to diligently
prosecute the Work. Contractor shall not replace the designated Superintendent or project manager
without a minimum seven (7) Day written notice. Any Project staff member and any replacement member
shall be subject to the approval of City, which may be granted or withheld in its sole discretion. Upon notice
from City requesting replacement of any Project staff member who is unsatisfactory to City, Contractor shall
in a timely manner, but in no event longer than three (3) Days after notification, replace such member with
a competent member satisfactory to City. Failure by Contractor to comply with the provisions of this
Paragraph shall entitle City, at its option exercised in its sole discretion, to terminate the Contract or
suspend the Work until Contractor complies with this Paragraph. All costs or damages associated with such
termination or suspension shall be borne by Contractor, without adjustment in the Contract Sum or
Contract Time.
3.9.2 The Superintendent shall be at the Site at all times during the performance of the Work.
The Superintendent shall represent Contractor and communications given to and acknowledged by the
Superintendent shall be binding on Contractor. Further, communications issued by or received from the
Superintendent shall be deemed as binding on Contractor. The Superintendent must be able to read, write
and communicate fluently in English.
3.10 SCHEDULES REQUIRED OF CONTRACTOR
Contractor shall submit a preliminary Construction Schedule to City in a form approved by the Construction
Manager at the Pre-Construction Meeting.
3.10.2 Updated Construction Schedules shall be submitted in the form and frequency required
by the Construction Manager.
3.10.3 The Construction Schedule and Construction Schedule updates shall meet the following
requirements:
.1 Schedules must be suitable in format and clarity for monitoring progress of the Work
and shall utilize the critical path method of scheduling.
.2 Schedules must provide necessary data about the timing for City's decisions and
City-furnished items.
.3 Schedules must be in sufficient detail to demonstrate adequate planning and staffing for
the Work.
.4 Schedules must represent a practical plan to complete the Work within the Contract
Time. If at any time during the Work, any activity is not completed by its latest
scheduled completion date, Contractor shall notify the Construction Manager within
five (5) Days of Contractor's plans to reorganize the work force to return to the
schedule and prevent Delays on any other activity.
.5 An updated Construction Schedule shall be submitted with each progress payment
request, but no less frequently than monthly, and shall include all of the following:
(i) A written narrative report detailing the actual progress of the Work as of the
date of submission;
(ii) The expected progress of the Work as of such date according to the approved
Construction Schedule;
(iii) The reasons for any variance between the approved Construction Schedule and
the updated Construction Schedule; and
(iv) If required, Contractor’s plan for placing the Work back on Schedule, at
Contractor’s expense.
Failure to timely comply with the above requirements may be grounds for rejection of a request for
extension of time.
3.10.4 Contractor shall plan, develop, supervise, control and coordinate the performance of the
Work so the progress, sequence and timing of the Work conform to the current accepted Construction
Schedule. Contractor shall continuously obtain from Subcontractors information and data about the
planning for and progress of the Work, the ordering and fabrication of materials, required Submittals, and
the delivery of equipment, shall coordinate and integrate such information and data in updated
Construction Schedules and Record Documents, and shall monitor the progress of the Work and the delivery
of equipment. Contractor shall act as the expediter of potential and actual delays, interruptions, hindrances
or disruptions for its own forces and those forces of Subcontractors, regardless of tier. Contractor shall
cooperate with City in the development of the Construction Schedule and updated Construction Schedules.
3.10.5 City's review, comments, requests for revisions, or acceptance of any schedule or
scheduling data shall not:
(i) Relieve Contractor from its sole responsibility for the feasibility of the schedule and to
plan for, perform, and complete the Work within the Contract Time;
(ii) Transfer responsibility for any schedule from Contractor to City; nor
(iii) Imply City’s agreement with any assumption upon which such schedule is based or any
matter underlying or contained in such schedule.
3.10.6 Failure of City to discover errors or omissions in Construction Schedules that it has
reviewed or Approved, or to inform Contractor that Contractor, Subcontractors, or others are behind
schedule, or to direct or enforce procedures for complying with the Construction Schedule, shall not relieve
Contractor from its sole responsibility to perform and complete the Work within the Contract Time and
shall not be a cause for an adjustment of the Contract Time or the Contract Sum.
3.10.7 Contractor shall cooperate with and coordinate its Construction Schedule with work of
City and City’s Separate Contractors.
3.11 DOCUMENTS AND SAMPLES AT PROJECT SITE
3.11.1 Contractor shall maintain one (1) set of As-Built Documents at the Site, which shall be
kept up to date on a daily basis during the performance of the Work. All performed changes, deletions or
additions in the Work from that shown in the Contract Documents shall be recorded accurately and
completely in the Record Documents. Upon Final Completion and as a condition to Final Payment, each
sheet of the As-Built Documents and other Record Documents shall be signed and attested to by the
Contractor’s Superintendent as being complete and accurate.
3.11.2 Contractor shall, at all times during performance of the Work, also maintain the following
at the Site:
(i) The latest updated Construction Schedule approved by City;
(ii) Shop Drawings, product data, and samples; and
(iii) All other required Submittals.
At all times during the course of the Project, these documents shall be available to City, the Construction
Manager and the Design Consultant to audit, excerpt, or copy as they see fit. Upon Final Completion or
termination of the Construction Contract, these documents shall be delivered to City in the format
requested by the City.
3.11.3 It shall be the responsibility of Contractor to maintain a current and complete record of
all Changes performed during the progress of the Project construction. The record shall be in the form of a
complete set of prints of the As-Built Documents on which daily recordings are made by Contractor,
indicating in detail and dimension each variation from the original set of Contract Documents for all of the Work. At the completion of construction, Contractor shall, as a requirement of the Final Completion of the
Work, certify that to the best of its knowledge, the As-Built Documents are true and accurate, and that the
indications thereon represent all Changes performed during the construction of the Project. At Final
Completion, the As-Built and other Record Documents shall become the property of City.
3.11.4 Contractor, in concert with the Design Consultant and the Construction Manager, shall
review Contractor's As-Built Documents for conformance with all current Changes prior to presenting its
monthly Application For Payment. The monthly progress payment statement will not be accepted or
processed by City unless the As-Built Documents are current and complete, and Approved by City.
3.11.5 At Final Completion, the Contractor shall provided the fully As-Built Documents to the
City. These As-Built Documents will become the permanent property of City at Final Completion. If the As-
Built Documents are prepared on a computer, then the revised computer files shall also be provided to City
in the file format specified by City.
3.12 SUBMITTALS
3.12.1 Submittals are not Contract Documents. Their purpose is to demonstrate, for those
portions of the Work for which Submittals are required, how Contractor proposes to conform to the
information given and the design concept expressed in the Contract Documents. Prior to starting Work,
Contractor shall provide to City an initial schedule for submission of the Submittals for which shop drawings
are required by the Contract Documents. For each required shop drawing, Contractor shall provide to City
the date for the drawing's intended Submittal to the Design Consultant for review. The date required for
its return to avoid Delay in any activity beyond the scheduled start date shall also be given.
3.12.2 All shop drawings and other Submittals shall be provided at Contractor's expense, and at
the time required by the Contract Documents or requested by the Construction Manager.
3.12.3 Contractor shall review, approve, and submit to the Construction Manager, all Submittals
required by the Contract Documents to be submitted and reviewed by the Design Consultant. Submittals
to the Construction Manager without evidence thereon of Contractor’s approval shall be returned, without
review, for resubmission in accordance with these requirements. Submittals shall be provided within the
time frame specified in the Special Provisions and Technical Specifications in accordance with the
Construction Schedule, and in such sequence as to cause no Delay in the Work or in the activities of City or
of Separate Contractors. Submittals made by Contractor which are not required by the Contract Documents,
may be returned without action by the Construction Manager or Design Consultant. Submittal to the
Construction Manager and Design Consultant must include a statement, in writing, identifying any
deviations from the Contract Documents required due to manufacturing or installation limitations
contained in the Submittal.
3.12.4 All Submittals shall be submitted in two (2) sets, accompanied by letters of transmittal,
and addressed to the Construction Manager for review. Unless otherwise specified in the Contract
Documents, Submittals consisting of Drawings or Plans shall be in the form of six (6) copies. The Submittal
must be prepared and submitted in accordance with all applicable provisions in the Contract Documents.
If the Submittal involves a request for substitution of materials, the request shall be clearly identified on
the Submittal that it is a "Request for Substitution." Unless so clearly marked, Submittals shall not be
considered as a request for substitution. The Construction Manager shall return to Contractor three (3)
marked-up prints. Submittals shall include all relevant catalog sheets, material lists, manufacturer’s
brochures, technical bulletins, specifications, diagrams, or product samples, necessary to describe a system,
product, or item. The letter of transmittal shall include a list of the accompanying documents and the
numbers of the sheets submitted. All sheets shall be marked with the name of the Project and the name
of Contractor, shall be numbered consecutively, and shall be referenced to the sheets or paragraphs of the Contract Documents, referenced by sheet or subparagraph affected. Submittals shall be combined for
singular assemblies, items or materials.
3.12.5 No Work requiring a Submittal shall be performed by Contractor until the Submittal has
been reviewed and approved by City, Construction Manager or Design Consultant, as appropriate, and the
Design Consultant has documented the exceptions noted on the Submittal. Contractor shall allow twenty
(20) Days for review of timely and complete Submittals. Once the Submittal is returned to Contractor by
the Construction Manager with a statement that it has been reviewed and no exceptions are taken or
further action requested, such Work shall be performed in accordance with the Submittal and the Contract
Documents.
3.12.6 Contractor's Submittals represent that Contractor has determined or verified materials
and field measurements and conditions related thereto and that it has checked and coordinated the
information contained within such Submittals with the requirements of the Contract Documents and
Submittals for related Work.
3.12.7 If Contractor discovers any conflicts, omissions or errors in Submittals, Contractor shall
notify the Construction Manager and receive instruction before proceeding with the affected Work.
3.12.8 Contractor shall remain solely responsible, notwithstanding City, Construction Manager
or Design Consultant’s review or approval of Submittals, for deviations (including, without limitation, those
arising from standard shop practice) from the Contract Documents, unless Contractor has specifically
informed City, Construction Manager or Design Consultant in writing of such deviation at the time of
transmitting the Submittal and City, Construction Manager or Design Consultant has given written approval
of such deviation. No adjustment in the Contract Sum or Contract Time shall be permitted with respect to
any such deviations that are noted in writing by Contractor and as to which City, Construction Manager or
Design Consultant takes no exception or approves.
3.12.9 After review of Contractor's Submittals by City, Construction Manager or Design
Consultant, as appropriate, the Construction Manager will transmit to Contractor one set of Submittals. If
the Submittals are found to be incomplete or incorrect, Contractor shall resubmit after corrective action
has been taken. Contractor shall reimburse City, or City may withhold from payments due Contractor, sums
owing by City for any fees charged by City, Construction Manager or Design Consultant or City’s other
consultants for more than two (2) reviews of a Submittal, or for accelerated review in a shorter time than
set forth in the approved Construction Schedule, if requested by Contractor or caused by late Submittals by
Contractor. The return of a Submittal due to failure to comply with the Contract Documents or for
correction or additional information shall be considered a review.
3.12.10 Review of Submittals by City, Construction Manager or Design Consultant will be general
and for conformance with design intent, and shall not relieve Contractor from the responsibility for proper
fitting and construction of the Work, nor from furnished materials and Work required by the Contract which
may not be indicated on the reviewed Submittals.
3.12.11 Submittals shall be in English, be of good quality, and be of a size and scale to clearly show
all necessary details. Submittals shall show in detail the size, sections and dimensions of all members; the
arrangement and construction of all connections, joints and other pertinent details; and all holes, straps and other fittings required by other Separate Contractors for attaching their Work. When required by City,
Construction Manager or Design Consultant, engineering computations shall be submitted. Contractor shall
be responsible for delivering duplicates of Submittals to all other persons whose Work is dependent
thereon.
3.12.12 Contractor shall, at all times, maintain at the Site a complete file of all City, Construction
Manager or Design Consultant-reviewed Submittals.
3.13 TRADE NAMES, SUBSTITUTIONS
3.13.1 Any request for substitution of “or equal” items by the Contractor shall be made within
35 days of award of the contract, unless otherwise specified in these Contract Documents, and shall be
governed by Public Contract Code Section 3400.
3.13.2 If City accepts for use in the Project a substitute material or process which in the opinion
of City, Construction Manager or Design Consultant is not the equal of that specified, a Change Order shall
be issued issuing a credit to City for the difference in value.
3.13.3 Substitutions by Contractor that are incorporated into the Work without the prior review
and Approval by City, Construction Manager or Design Consultant in accordance with the requirements of
the Contract Documents shall be deemed to be Defective Work.
3.13.4 The specified Construction Contract completion time shall not be affected by any
circumstance developing from the substitution provisions of this Section.
3.14 DAILY REPORTS BY CONTRACTOR
3.14.1 At the end of each working day, Contractor shall submit a daily report to the Construction
Manager (on a form provided by or accepted by the Construction Manager) listing:
(i) Labor - Names of workers, classification, hourly rates and hours worked.
(ii) Material - Description and list of quantities of materials used.
(iii) Equipment - Type of equipment, size, identification number, and hours of operation,
including loading and transportation, if applicable.
(iv) Inspection and Testing Activities - Name, City or company and items involved.
(v) Areas of Work - The areas of the Site on which Work was performed and a detailed
description of the stage, status and progress of the Work in each such area at the
beginning and end of the day.
(vi) Accidents, Delays, Defective Work - Description in detail of any injuries to workers,
accidents, Delays, or Defective Work that were encountered.
(vii) Other Services and Expenditures - Description in such detail as City may require of other
services and expenditures.
3.14.2 Reports by Subcontractors that comply with the requirements of this Section 3.14 shall
also be submitted to the Construction Manager through Contractor at the end of each working day
3.14.3 Submission of daily reports by Contractor and Subcontractors performing Work on the
Site shall be a condition precedent to Contractor's right to payment under the Contract.
3.14.4 Facts, notice or information contained in daily reports of Contractor or its Subcontractors,
whether known or not known to City or Construction Manager, shall under no circumstances be considered
evidence of compliance by Contractor with any of the specific written notice requirements of the Contract
Documents.
3.15 CUTTING AND PATCHING
3.15.1 Contractor shall do all cutting, fitting, or patching of the Work required to make all parts
of the Work join properly and to allow the Work to join the work of Separate Contractors shown in, or
reasonably implied by, the Contract Documents.
3.15.2 Contractor shall not endanger the Work, the Project, Existing Improvements, or adjacent
property by cutting, digging, or otherwise. Contractor shall not cut or alter the work of any Separate
Contractor without the prior written consent of City.
3.15.3 In all cases, cutting shall be performed under the supervision of competent workers
skilled in the applicable trade and shall cause the openings to be cut as small as possible to minimize
unnecessary damage.
3.16 ACCESS TO THE WORK
3.16.1 City, Construction Manager, Design Consultant, their consultants and other persons
authorized by City shall at all times have access to the Work wherever it is in preparation or progress.
Contractor shall provide safe and proper facilities for such access and for inspection.
3.16.2 City may, at any time, and from time to time during the performance of the Work, enter
the Project for the purpose of installing any necessary other work by City labor or other contracts or for any
other purpose. Contractor shall cooperate with City and not interfere with other work being done by or on
behalf of City.
3.17 ROYALTIES AND PATENTS
Contractor shall pay all royalties and license fees required for the performance of the Work. Contractor
shall immediately notify City if it learns of any circumstances that may constitute an infringement of patent
rights and shall defend and indemnify City and the members of the Project Team in accordance with the
indemnity provision in the Construction Contract against Losses, liabilities, suits or Claims resulting from
Contractor's or any Subcontractor's or Sub-subcontractor’s infringement of patent rights.
3.18 PERMITS AND LICENSES
The Contractor shall comply with all provisions of any permits necessary to accomplish the Work as presented in this Contract. Contractor shall obtain and be responsible for the cost of all permits and applications related to the construction of the Project.
3.19 DIFFERING SITE CONDITIONS
3.19.1 Except as provided in this Section 3.19, Contractor agrees to solely bear the risk, including any
additional costs and Delay of any and all concealed and unknown site conditions, without adjustment to
the Contract Sum or Contract Time. This provision is applicable if the Project involves digging trenches or
other excavations that extend deeper than four (4) feet below the surface. Contractor shall promptly, and
before the following conditions are disturbed, provide written notice to City if the Contractor finds any of
the following conditions:
.1 Material that Contractor believes may be a hazardous waste, as defined in Section 25117 of
the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III
disposal site in accordance with the provisions of existing law.
.2 Subsurface or latent physical conditions at the site differing from those indicated by
information about the site made available to bidders prior to the deadline for submitting bids.
.3 Unknown physical conditions at the site of any unusual nature, differing materially different
from those ordinarily encountered and generally recognized as inherent in work of the character
provided for in the Contract Documents.
3.19.2 City shall promptly investigate any of the above the conditions and if City finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in
Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a Change
Order under the procedures described in the Contract Documents. The City may, acting in its sole
discretion, extend the applicable deadline for submitting a Change Order Request when it is based upon
differing conditions subject to Public Contract Code Section 7104.
3.19.3 In the event that a dispute arises between the City and the Contractor regarding any of the
matters specified in subsection 3.19.1, above, Contractor shall not be excused from any scheduled
completion date provided for in the Contract Documents, but shall proceed with all Work to be performed
under the Contract. Contractor shall retain any and all rights provided either by the Contract or by law
which pertain to the resolution of disputes between Contractor and City.
3.20 INSPECTIONS
3.20.1 In order to allow for inspection by City and other agencies, or any inspection required
elsewhere in the Special Provisions and Technical Specifications, Contractor shall notify City in writing three
(3) Days in advance of the permanent concealment of any materials or Work.
3.20.2 Whenever Contractor desires to carry on the Work of this Construction Contract at hours
other than those specifically required by the City or 8:00 AM to 6:00 PM, Monday through Friday or from
9:00 AM to 5:00 PM on Saturdays, it shall request authorization in writing from City for such Work at least
twelve (12) Days in advance and, if approved to proceed, Contractor agrees to pay the costs incurred by the
City to provide inspectors during these times and the costs incurred for the Construction Manager, Design
Consultant and/or other City consultants whose presence at the Site is necessary. City offices are closed on
alternate Fridays commencing January 12, 2001, and every other Friday thereafter. Inspections by City
Building Department may not be available on these days.
3.20.3 If any Work is concealed or performed without the prior notice specified above, then the
Work shall be subject to such tests or exposure as may be necessary to prove to City that the materials used
and the Work done are in conformity with the Contract Documents. All labor and equipment necessary for
exposing and testing shall be furnished by Contractor at its expense. Contractor shall replace, at its own
expense and without reimbursement by City, any materials or Work damaged by exposure and any faulty
materials or work evidenced by such exposure or testing, and shall be responsible for any Delay caused thereby.
3.20.4 When, in order to comply with the intent of the Contract Documents, inspection must be
made at the plant or mill of the manufacturer or fabricator of material or equipment, Contractor shall notify
City a sufficient length of time in advance to allow for arrangements to be made for such inspection. If
required testing and/or inspection must be conducted at a location more than one hundred (100) miles
from the Site, Contractor shall be responsible for the additional travel costs required for testing and/or
inspection at such location.
3.20.5 Any inspection or approval by any representative or agent of City will not relieve
Contractor of the responsibility of incorporating into the Work only those materials which conform to the
Contract Documents, and any nonconforming materials shall be removed from the Site whenever
identified, at Contractor’s sole expense.
3.20.6 When Contractor believes it has achieved either Substantial or Final Completion of the
Work, Contractor shall notify City and the Construction Manager in writing and request a Substantial or
Final Completion inspection of the Work. City, Design Consultant and Construction Manager will make such
inspection as soon thereafter as possible.
3.21 STOP NOTICES
Contractor must promptly pay its Subcontractors in accordance with the subcontract requirements and
California prompt payment statutes. If any stop notice or other claim is served, filed or recorded in
connection with the Work, City shall have the option, in its sole discretion, to permit Contractor
immediately and at its own expense obtain a bond executed by a good and sufficient surety, in accordance
with Civil Code section 9364, in a sum equal to one hundred twenty-five percent (125%) of the amount of
such stop notice or claim. Such bond shall guarantee the payment of any amounts which the claimant may
recover on the stop notice or claim, together with the claimant’s costs of suit in any action to enforce such
stop notice or claim if the claimant recovers therein. This remedy shall be in addition to all other rights and
remedies of City under the Contract Documents and applicable law, including, without limitation, the right
to withhold funds from sums due to Contractor. Contractor shall timely notify City of Contractor's receipt
of any stop notice or other third-party claim, valid or invalid, relating to the Contract Documents.
3.22 PARKING
Contractor shall provide and maintain suitable parking areas, for use by all construction workers and others
performing work or furnishing services in connection with the Project, as required to avoid any need for
parking personal vehicles where they may interfere with public traffic, construction activities or public
parking. The Construction Manager shall approve the location of all off-site parking in the City.
3.23 USE OF THE PROJECT SITE AND CLEAN UP
3.23.1 Contractor shall confine operations at the Site to areas permitted by Applicable Code
Requirements and the Contract Documents. Contractor shall not encumber the Site with materials or
equipment so that Separate Contractors' work is hindered or impeded due to such encumbrances.
3.23.2 Contractor shall, during performance of the Work, keep the Site and surrounding area
free from the accumulation of excess dirt, dust, waste materials, water and rubbish caused by Contractor
or any Subcontractors. Contractor shall continuously and daily remove all excess dirt, waste material, water
and rubbish caused by Contractor and all tools, equipment, machinery and surplus materials from the Site
and surrounding area at end of each day. Adequate cleanup will be a condition for progress payments.
3.23.3 Personnel of Contractor shall not occupy, live upon, or otherwise make use of the Site
during any time that Work is not being performed at the Site, except as otherwise provided in the Contract
Documents.
3.23.4 Upon Final Completion of the Work, Contractor shall remove all construction facilities,
appurtenances, tools, material and other articles from the Site. The entire area, including all fixed
equipment, floors, surfaces and hardware shall be cleaned and restored to their original condition in
accordance with the Special Provisions and Technical Specifications.
3.23.5 In addition to water sprinkling, temporary enclosures and anti-dust sweeping compounds
should be used to limit dust and dirt rising and to keep the Site clean.
3.23.6 Construction materials shall be neatly stacked by Contractor when not in use. Loose
materials, whether on the Site or in transit, shall be covered to prevent dust. Contractor shall promptly
remove splattered concrete, asphalt, oil, paint, corrosive liquids and cleaning solutions from the affected
surfaces to prevent marring or other damage to the Work.
3.23.7 Volatile wastes shall be properly stored in covered metal containers and removed daily.
All other trash receptacles shall be promptly emptied when full.
3.23.8 Contractor shall promptly and legally transport and dispose of removed and demolished
items and waste materials not identified to be recycled or reused in compliance with local ordinances and
anti-pollution laws. No rubbish or waste materials shall be burned, buried, or otherwise disposed of on the
Site.
3.23.9 The Contractor shall provide sanitary facilities at the Site, which shall be of reasonable
capacity, properly maintained throughout the construction period, and obscured from public view to the
greatest practical extent. Contractor shall require all personnel to use the sanitary facilities. Sanitary
facilities shall be on a portable trailer and shall be removed from the Site at the end of each workday. For
sewer lining projects, Contractor shall provide additional sanitary facilities on a portable trailer to be used
by the residents during lining installation (one sanitary facility per each 30 meters [100 feet]). Contractor
shall remove the sanitary facilities as soon as relief holes are cut and notices of completion are delivered.
3.24 ENVIRONMENTAL CONTROLS
Full compensation for conforming to the requirements of this Section shall be considered as included in
the prices paid for the various contract items of Work involved and no additional compensation will be
allowed.
3.24.1 AIR POLLUTION CONTROL. Contractor shall comply with all air pollution control rules,
regulations, ordinances and statutes which apply to any work performed pursuant to the Contract, including
rules promulgated by the Bay Area Air Quality Management District, the California Department of Public
Health or any other applicable agency. In the absence of any applicable air pollution control rules,
regulations, ordinances or statutes governing solvents, all solvents, including but not limited to the solvent
portions of paint thinners, curing compounds, parts cleaners and degreasers and liquid asphalt used on the
Project shall comply with the applicable material requirements of the Bay Area Air Quality Management
District. All containers of paint thinner, curing compound parts cleaners and degreasers or liquid asphalt shall be labeled to indicate that the contents fully comply with said requirements. Material to be disposed
of shall not be disposed of onsite (i.e. used up inappropriately or burned). Compressed gases contained
within cylinders or aerosol cans shall never be released for any purpose other than that intended by the
manufacturer.
.1 Mold. The Contractor shall take steps to prevent mold from developing on the Site, or
being released into the air and shall promptly decontaminate any areas of mold that
develop.
.2 VOC’s. Only construction materials that emit low levels of volatile organic compounds
(VOC) shall be used within indoor areas. Adequate ventilation of packaged dry products
shall be used prior to installation. Contractor is responsible to ventilate the building
during the application of wet products (e.g., paints, glues, sealants), which release their
highest levels of VOC's during the curing period immediately after the application. Also,
wet products shall be applied before installing materials that act as "sinks" such as
carpets, fabric, ceiling tiles, movable partitions, furniture, etc. in order to reduce the
chance of the "sinks" absorbing contaminants and slowly releasing them into the
building over time.
.3 Off-Gassing. Contractor is responsible for identifying specific materials that require
more complex ventilation to accelerate off-gassing. In addition to paints, glues and
sealants, those materials that generally require temporary ventilation include, without
limitation: composite wood products, plastics, waterproofing, insulation, fireproofing,
caulking, acoustical ceilings, resilient flooring and wood preservatives.
.4 Barriers. Barriers shall be used to prevent the migration of airborne pollutants from areas
under construction and to mitigate any construction noise that may disrupt occupant
activities. If effective controls for pollution emissions cannot be practically implemented,
activities involving significant airborne pollutants shall be scheduled during off-hours at
Contractor’s expense. The Site shall be ventilated with fresh outside air during and
immediately after the noxious activity.
.5 Exhaust. Contractor shall install temporary exhaust systems in construction areas to
prevent contaminated air from entering the building's return-air system, including,
without limitation:
(i) Removing windows in a space.
(ii) Using available or dedicated exhaust systems (e.g., kitchen or toilet exhaust)
that are not tied into the building's overall return-air system.
.6 Treated wood waste (TWW). TWW is any wood treated with preserving chemicals that
protect the wood from insect attack or fungal decay (typically railroad ties, power poles,
or bollards) shall be managed by Contractor to minimize dust generation. Contractor
shall never grind TWW and shall be properly dispose TWW at a permitted TWW disposal
facility. If Contractor size-reduces the TWW then Contractor shall collect all dust
generated for proper offsite disposal.
.7 Contaminated Soil Removal. Unless approved by the City, contaminated soils that are
being removed shall be loaded directly into truck trailers that shall transport the soils
directly to disposal facilities and not stockpiled onsite or elsewhere. If the City approves
the temporary stockpiling of soils onsite, then Contractor shall cover the soil with visqueen (or other suitable material) within 1 hour.
The building shall be flushed with full outdoor air for seven (7) Days prior to occupancy.
Full capacity of the HVAC system shall be used for at least 2.5 ACH (air changes per hour),
provided by temporary fans. During this time, the interiors shall be thoroughly cleaned,
the HVAC ducts vacuumed, and air and HVAC system filters replaced.
3.24.3 WATER POLLUTION CONTROL.
.1 Contractor shall at a minimum use applicable Best Management Practices listed in the
California Stormwater Quality Association Construction Handbook
http://www.cabmphandbooks.com/Construction.asp to prevent the pollution of storm
drains and watercourses by discharges of materials other than uncontaminated storm
water. Prohibited discharges include storm water runoff discharges that may threaten to
cause pollution, contamination or nuisance, sanitary waste, sediment and debris from
erosion and other substances resulting from construction activities. Sanitary wastes will
not be permitted to enter any storm drain or watercourse and must be routed to the
sanitary sewer system. No sediment, debris or construction materials will be permitted
to enter sanitary sewers.
.2 Contractor shall provide effective and continuous control of water pollution, including
Work in small or multiple units, on an out of phase schedule or with modified
construction procedures. Contractor shall determine which methods are most effective
in achieving control of water pollution as a result of Contractor's operations. Contractor
shall coordinate water pollution control work with all other Work performed by
Contractor and Separate Contractors.
.3 Before starting any Work on the Project, Contractor shall submit to the Construction
Manager for acceptance a Storm Water Pollution Prevention Plan (SWPPP) for effective
control of storm water pollution. Such plan shall show the schedule and detailed
description for the storm water pollution prevention and erosion control work or
practices included in the Construction Contract and for all storm water pollution control
measures which Contractor proposes to employ in connection with construction of the
Project to minimize the effects of their operations upon storm drains, adjacent streams,
and other bodies of water. Contractor shall not perform any clearing and grubbing or
earthwork on the Project, other than that specifically authorized in writing by the
Construction Manager, until such SWPPP has been approved by a City representative or
the Construction Manager. Contractor shall revise and bring up to date said SWPPP at
any time the Construction Manager makes written request for such revisions.
.4 City shall not be liable to Contractor for failure to accept all or any portion of any
originally submitted or revised SWPPP, or for any Delays to the Work due to
Contractor's failure to submit an acceptable SWPPP. Contractor assumes sole
responsibility for all costs associated with treatment of storm water polluted as a result
of Contractor’s Site activities, whether treatment is initiated by Contractor or City.
.5 Contractor may request the Construction Manager to waive the requirement for submission of a written SWPPP when the nature of Contractor's operation is such that
pollutant discharge or soil erosion is not likely to occur. Waiver of this requirement will
not relieve Contractor from responsibility for compliance with the other provisions of
this Section. Waiver of the requirement for a written SWPPP will not preclude City
requiring submittal of a SWPPP at a later time if the Construction Manager deems it
necessary because of the effect of Contractor's operations.
.6 Where erosion damage which will cause storm water pollution is probable due to the
nature of the material or the season of the year, Contractor's operation shall be so
scheduled that permanent erosion control features will be installed concurrently with or
immediately following grading operations.
.7 All storm water pollution control work required elsewhere in the Contract Documents
which may be accomplished under the various contract items of Work will be measured
and paid for as provided in said items of Work elsewhere in these Contract Documents.
3.24.4 URBAN RUNOFF. At a minimum, the following specific Best Management Practices which
address the potential pollution impacts of urban runoff shall apply to all projects undergoing construction
in City. The Best Management Practices listed below (in addition to those listed in the Technical
Specifications) are required by City, and shall apply at the time of demolition of an existing structure or
commencement of construction until receipt of a certificate of occupancy or certificate of completion:
.1 Sediment and construction waste from construction sites and parking areas shall not
leave the Site.
.2 Any sediments or other construction materials which are tracked off the Site shall be
removed the same day. Straw wattles or another temporary sediment barrier shall be
installed around the perimeter of the Site to prevent the sediment from leaving the Site.
.3 On an emergency basis only, plastic covering may be utilized to prevent erosion of an
otherwise unprotected area, along with runoff devices to intercept and safely convey
the runoff.
.4 Excavated soil shall be located on the Site in a manner that eliminates the possibility of
sediment running into the street, storm drains, water bodies, or adjoining properties.
Material stockpiles shall be covered within 1 hour of stockpiling the material until the
material is either used or removed.
.5 No washing of construction vehicles shall be allowed on or adjacent to the Site.
.6 Drainage controls shall be utilized as needed, depending on the extent of proposed
grading and topography of the Site, including, but not limited to the following: (i)
detention ponds or sedimentation ponds; and (ii) dikes, berms or ditches; and (iii) down
drains, chutes or flumes.
3.24.5 STORM WATER POLLUTION PREVENTION DURING ROADWORK. To avoid storm water
pollution, Contractor shall plan roadwork and pavement construction as follows:
.1 Apply concrete, asphalt, and seal coat during dry weather to prevent contaminants from
contacting storm water runoff.
.2 Cover storm drain inlets and manholes when paving or applying seal coat, slurry seal, fog seal, etc.
.3 Always park paving machines over drip pans or absorbent materials.
.4 When making saw-cuts in pavement, use as little water as possible. Cover each catch
basin completely with filter fabric during the sawing operation. Shovel or vacuum the
slurry residue from the pavement and remove from the Site.
3.24.6 STORMWATER POLLUTION. To avoid stormwater pollution, Contractor shall plan
roadwork and pavement construction as follows:
.1 Apply concrete, asphalt, and seal coat during dry weather to prevent contaminants from
contacting stormwater runoff.
.2 Cover storm drain inlets and personnel access holes when paving or applying seal coat,
slurry seal, fog seal, etc.
.3 Always park paving machines over drip pans or absorbent materials, since they tend to
drip continuously.
.4 When making saw-cuts in pavement, use as little water as possible. Cover each catch
basin completely with filter fabric during the sawing operation and contain the slurry by
placing straw bales, sand bags, or gravel dams around the catch basin. After the liquid
drains or evaporates, shovel or vacuum the slurry residue from the pavement or gutter
and remove from the Site.
3.24.7 DRAINAGE CONTROL. Contractor shall provide for the drainage of storm water and such
water as may be applied or discharged on the Site in performance of the Work. Drainage facilities shall be
adequate to prevent damage to the Work, Site and adjacent property. Also drainage facilities shall be
constructed to minimize the potential pollution to the ocean.
Existing drainage channels and conduits shall be cleaned, enlarged or supplemented as necessary
to carry all increased runoff attributable to Contractor's operations. Dikes shall be constructed as necessary
to divert increased runoff from entering adjacent property (except in natural channels), to protect City's
private property and utility owner's facilities and the Work, and to direct water to drainage channels or
conduits. Retention of drainage on the Site shall be provided as necessary to prevent downstream flooding.
3.24.8 DUST CONTROL. As elsewhere provided herein, the Contractor shall be responsible for
all dust alleviation and control measures necessary and required for the public safety and convenience
during the life of the contract. The Contractor shall use reclaimed water to control dust from unpaved
surfaces as needed on a daily basis or as directed by the Construction Manager. The water shall be applied
at a limited rate so as to avoid the creation of runoff from the site. The Contractor shall not use water to
flush down paved or impervious surfaces as a means of dust control. Paved or impervious surfaces shall be
swept with a street sweeper as needed to control dust on the site. Compensation for water applied as
alleviation and/or prevention of dust nuisance and street sweeping shall be considered as included in the
prices paid for the various contract items of work and no additional allowance will be made therefore.
3.24.9 SPECIAL HAZARDOUS SUBSTANCES AND PROCESSES. Contractor shall comply with the
provisions of all applicable hazardous materials Standards including but not limited to California Code of
Regulations (CCR) Title 8, Chapter 4, Group 16 (CalOSHA Control of Hazardous Substances), CCR Title 22,
Division 4.5, (hazardous waste management standards), California Health & Safety Code Division 20, Section
6.5 (hazardous waste control), California Fire Code, Code of Federal Regulations (CFR) 49 (DOT regulations),
CFR 40, Part 60 (U.S. hazardous waste standards) and applicable sections of the Palo Alto Municipal Code. Contractor shall at all times maintain an inventory of hazardous materials stored onsite and all
applicable Material Safety Data Sheets (MSDSs) available for review by the City.
For City-generated hazardous waste removal, the City will take full generator status for the
hazardous wastes as described under CCR 22. The City will obtain any EPA Identification numbers for the
project and will sign each manifest as the generator before the material is transported. Contractor shall
fully manage the hazardous wastes for the City including the removing, storing, transporting and disposing
of the hazardous wastes. For construction activities that remove existing hazardous wastes, such as,
asbestos removal, contaminated soil removal, lead paint removal or other contamination abatement
projects, Contractor shall develop a hazardous materials management plan (HMMP). The HMMP shall
contain sufficient information that shall demonstrate how the Contractor will remove, secure and store,
transport to a permitted disposal facility. Contractor shall submit the HMMP to the City for approval. At a
minimum, the HMMP shall include:
• Project map that shall show hazardous waste removal areas, storage areas (including all
fencing, gates, locks, structures etc;
• Hazardous waste expected inventory including quantities and types of wastes;
• Security program – how the Contractor will keep hazardous materials secure from public
contact;
• Monitoring and inspection program;
• Inventory of emergency equipment onsite;
• Transportation Plan includes how the Contractor plans to package and transport the
hazardous wastes;
• Disposal facility name and location;
• Any other information that would reasonably describe Contractor hazardous waste
removal, storage and disposal plans.
City has the sole right to reject the hazardous waste transporter and/or disposal facility from
Contractor’s consideration.
Hazardous wastes that are generated from Contractor’s activities while completing the project
(i.e. equipment maintenance fluids, empty oil or solvent drums, etc. shall be the sole responsibility of the
Contractor who is the generator of the wastes under the Hazardous Waste Generator Regulations CCR
Title 22. Wastes must be handled, recycled or disposed of in the United States.
3.24.10 ENVIRONMENTAL PURCHASING POLICY. The Contractor shall comply with the City
of Palo Alto’s Environmental Purchasing Policy, as amended from time to time. A copy is available at the
City’s Purchasing Division.
3.24.11 ZERO WASTE REQUIREMENTS. The Contractor shall comply with waste reduction,
reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Waste best practices
include first minimizing and reducing waste; second, reusing waste and third, recycling or composting
waste. In particular, Contractor shall comply with the following zero waste requirements:
• All printed materials provided by Contractor to City generated from a personal computer
and printer including but not limited to, proposals, quotes, invoices, reports, and public
education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by the City’s Project Manager.
Any submitted materials printed by a professional printing company shall be a minimum
of 30% or greater post-consumer material and printed with vegetable based inks.
• Goods purchased by Contractor on behalf of the City shall be purchased in accordance
with the City’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is
on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Contractor, at no additional cost
to the City, for reuse or recycling. Contractor shall provide documentation from the
facility accepting the pallets to verify that pallets are not being disposed.
3.24.12 SOUND CONTROL.
.1 Contractor shall comply with the City’s Noise Ordinance set forth in Chapter 9.10 of the
Palo Alto Municipal Code, except as modified in the Special Provisions and Technical
Specifications. Copies of the Noise Ordinance are available in the Purchasing Division.
.2 Each internal combustion engine used for any purpose on the Site or otherwise within the
City of Palo Alto shall be equipped with a muffler of a type recommended by the
manufacturer. No internal combustion engine shall be operated on the Project without
said muffler. This requirement in no way relieves Contractor from responsibility for
complying with local ordinances regulating noise level.
.3 The noise level requirement shall apply to all equipment on the Work or related to the
job, including but not limited to trucks, transit mixers or transient equipment that may or
may not be owned by Contractor. The use of loud sound signals shall be avoided in favor
of light warnings except those required by safety laws for the protection of personnel.
.4 Prior to starting construction, all equipment to be used on the Project shall be inspected
and tested for compliance with the requirements of this Project. Sound blankets or other
sound mitigation equipment approved by the Construction Manager shall be required to
bring equipment into compliance with the requirements of this Project.
3.25 TEMPORARY WATER, LIGHT AND POWER
Water for any purpose shall be obtained by Contractor, at its expense, from City. Contractor is to contact
the Construction Manager for a phone number and contact person. In no case may Contractor obtain water
from unmetered fire hydrants. The costs of obtaining water shall be included in the prices paid for the
various contract items of work included and no additional compensation will be allowed therefore, unless
otherwise specified in the Contract Documents. The City imposes a penalty for taking water from an
unmetered fire hydrant. The penalty shall be deducted from the payment due Contractor. Contractor shall
purchase power from the City, at Contractor’s expense. 3.26 CITY TRUCK ROUTE ORDINANCE The Contractor and any subcontractors or suppliers shall at all times comply with the requirements of the City of Palo Alto Truck Route Ordinance set forth in Chapter 10.48 of the Palo Alto Municipal Code. 3.27 UNFAIR BUSINESS PRACTICES CLAIMS Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it
may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15), or under the Cartwright Act (Chapter 2
(commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code) arising from
purchases of goods, services, or materials pursuant to the Contract Documents. This assignment shall be
made and become effective at the time City tenders Final Payment to Contractor, without further
acknowledgment by the parties. Contractor shall incorporate this provision in all Subcontractor contracts. 3.28 EXISTING UTILITIES 3.28.1 Prior to the start of any grinding or any excavation, the Contractor shall be responsible for notifying Underground Services Alert (USA) 800-642-2444 at least 5 days prior to beginning underground work so that existing utilities can be marked in the field. The Contractor is responsible for the location of all utilities, both public and private. Contractor shall give specific address for grinding or excavation location. Each location shall be marked by the Contractor in the field with white paint. 3.28.2 The Contractor shall acknowledge that the marking of underground utilities is only approximate, and he shall take all necessary precautions to avoid damaging these utilities. 3.28.3 All Underground Services Alert marking shall be removed by the Contractor. Any utilities damaged or altered in any way during the performance of the work under this contract shall be promptly reported to the Engineer, and shall be restored to their original condition at the Contractor's expense. 3.28.4 If the Contractor comes into contact with any existing utilities during his operations, he shall notify the Engineer before proceeding with the work involved. 3.28.5 Pursuant to Government Code Section 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract Documents, Contractor shall immediately provide written notice to City and the utility. City assumes responsibility for the timely removal, relocation, or protection of existing main or trunkline utility facilities located on the Project site, if such utilities are not identified in the Contract Documents. Contractor shall be compensated in accordance with the provisions of the Contract Documents for the costs of locating, repairing damage not due to Contractor’s failure to exercise reasonable care, and removing or relocating such utility facilities not indicated in the plans or specifications with reasonable accuracy and for equipment on the Project necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay in completion of the Work, to the extent such delay was caused by City’s failure to provide for removal or relocation of such utility facilities.
ARTICLE 4 – ADMINISTRATION OF THE CONTRACT
4.1 CONTRACT ADMINISTRATION BY CITY, DESIGN CONSULTANT AND CONSTRUCTION MANAGER
4.1.1 City and the Construction Manager will provide administration of the Construction
Contract as provided in the Contract Documents.
4.1.2 No actions taken by City, Construction Manager or Design Consultant shall relieve
Contractor of its obligations described in the Contract Documents.
4.1.3 The Construction Manager will be present on the Site during the performance of the
Work primarily for the purposes of providing administration, inspection and expediting communications
between City, Design Consultant and Contractor.
4.1.4 Neither City, Design Consultant nor Construction Manager will have control over, will be
in charge of, or will be responsible for construction means, methods, techniques, safety, sequences or
procedures or for safety precautions and programs in connection with the Work, all of which are the sole
responsibility of Contractor.
4.1.5 Unless otherwise provided in the Contract Documents or when direct communications
have been specifically authorized, communications between Contractor and City or Design Consultant shall
be in writing through Construction Manager. Communications by Contractor or Subcontractors and with
Separate Contractors shall be through the Construction Manager. Contractor shall not rely on oral or other
non-written communications.
4.1.6 Based on the Construction Manager’s Site visits and evaluations of Contractor's
Applications For Payment, the Construction Manager will review and recommend to City for City approval the amounts, if any, due Contractor.
4.1.7 Construction Manager will make recommendations to City to reject the Work, or any
portion thereof, which does not conform to the Contract Documents. City alone shall have the authority to
stop the Work or any portion thereof. Whenever City considers it necessary or advisable, City will have the
authority to require additional inspection or testing of the Work in accordance with the Contract
Documents, whether or not such Work is fabricated, installed or completed. However, no authority of City
conferred by the Contract Documents nor any decision made in good faith either to exercise or not exercise
such authority, nor any recommendation by the Construction Manager, shall give rise to a duty or
responsibility of City or the Construction Manager to Contractor or its Subcontractors.
4.1.8 Construction Manager’s authority includes, but is not limited to the following:
.1 Conduct or direct inspections to determine suitability of the Project or portion
thereof for Beneficial Occupancy.
.2 Assist City in determining the dates of Substantial Completion and Final
Completion;
.3 Review any records, written warranties and related documents required by the
Contract Documents and assembled by Contractor; and
.4 Make recommendations to City for issuance of Final Payment upon Contractor's
compliance with the requirements of the Contract Documents.
4.1.9 City, with the assistance of recommendations from the Design Consultant and/or
Construction Manager, shall be the ultimate interpreter of the requirements of the Contract Documents
and the judge of performance thereunder by Contractor. Such decisions by City will be final and binding
upon Contractor.
4.2 CLAIMS
4.2.1 Public Contract Code Section 9204. Public Contract Code Section 9204 (“Section 9204”)
sets forth certain pre-litigation claims procedures for public works projects that City is required to include
in its Contract Documents. In summary, Section 9204 requires public entities to respond to claims within
45 days, to meet and confer if requested by the contractor, to promptly pay undisputed amounts, and to
mediate unresolved claims prior to litigation, absent a mutual waiver of mediation. It expressly provides
for the submission of subcontractor “pass-through” claims, and allows public entities to prescribe
reasonable additional change order, claim, and dispute resolution procedures and requirements, so long
as the additional provisions do not conflict with or otherwise impair the timeframes and procedures set
forth in Section 9204. The requirements of Section 9204 are incorporated and included in the following
provisions, which also include reasonable additional procedures.
4.2.2 Scope and Authority. This Section 4.2 applies to any Claim, as defined in Section 1.1.19,
above, arising from or related to the Contract or performance of the Work. It is intended to provide the
exclusive procedures for submission and resolution of Claims of any amount, and applies in addition to
the provisions of Public Contract Code Section 9204, and Public Contract Code Sections 20104 et seq., which are incorporated by reference herein and included in these provisions.
4.2.3 Accrual of Claim. A Claim accrues and arises upon issuance of a written decision by the
City or Construction Manager denying, in whole or in part, a Change Order Request, which was previously
submitted in compliance with these Contract Documents. A Claim that demands an extension of time or
an increase in the Contract Sum does not accrue unless Contractor has previously submitted such
demand(s) in a Change Order Request.
4.2.4 Claims Submission Requirements and Deadlines. All Claims must be submitted in writing
by registered mail or certified mail with return receipt requested. Except for Claims disputing the amount
of Final Payment, all Claims and all supporting documentation and certifications, as further detailed below,
must be filed within fourteen (14) Days following the date that City notified Contractor in writing that a
request for a change in the Contract Time or Contract Price, duly submitted in compliance with the Contract
Documents, has been rejected in whole or in part; any Claim which is not submitted prior to Final Payment
is deemed waived. A Claim disputing the amount of Final Payment must be submitted within fourteen (14)
Days of the effective date of Final Payment. Strict compliance with these Claim submission deadlines is
necessary to ensure that any dispute may be mitigated as soon as possible, and to facilitate cost-efficient
administration of the Project. Any Claim that is not submitted within the specified deadlines will be
deemed waived by Contractor.
4.2.5 Supporting Documentation. A Claim submittal must include the following:
.1 A statement that it is a Claim, clearly specifying the amount requested (with respect to
Claims for payment), and/or the number of days requested (with respect to Claims for an
extension of the Contract Time);
.2 A detailed description of the act, error, omission, Differing Site Condition, event or other
circumstance giving rise to the Claim; and
.3 A statement demonstrating that a Change Order Request was submitted in a timely
manner as required by Section 7.2 of these General Conditions, along with a copy of the
Change Order Request and the City’s written rejection of the subject Claim.
.4 All documents necessary to substantiate the Claim, including, without limitation:
(i). A detailed cost breakdown in the form required for submittal of Change Order
Requests, and subject to the limitations described in Article 7, below.
(ii). Copies of actual job cost records demonstrating that the costs have been
incurred.
(iii). If the Claim is based on an error, omission, conflict or ambiguity in the Contract
Documents: (i) a sworn statement by Contractor and any Subcontractor involved
in the Claim, to the effect that the error, omission, conflict or ambiguity was not
discovered prior to submission of the Bid, and (ii) if not discovered, a sworn
statement demonstrating that the error, omission, conflict or ambiguity could
not have been discovered by Contractor, its Subcontractor(s) or in exercise of
the degree of care required of them under the Contract Documents for review
of the Contract Documents prior to submission of the Bid.
.5 If the Claim involves a request for adjustment of the Contract Time, written
documentation demonstrating that Contractor has complied with the requirements of
the Contract Documents pertaining to proving the right to an extension of time and
demonstrating that Contractor is entitled to an extension of time under the Contract
Documents.
.6 A written certification signed by a responsible managing officer of Contractor’s
organization, who has the authority to sign subcontracts and purchase orders on behalf
of Contractor and who has personally investigated and confirmed the truth and accuracy
of the matters set forth in such certification, in the following form:
I hereby certify under penalty of perjury under the laws of the State of California
that I am a managing officer of and that I have reviewed the Claim presented
herewith on Contractor’s behalf and/or on behalf of and that the following
statements are true and correct.
(i) The facts alleged in or that form the basis for the Claim are true and
accurate; and,
(ii) Contractor does not know of any facts or circumstances, not alleged in
the Claim, that by reason of their not being alleged render any fact or statement alleged
in the Claim materially misleading; and,
(iii) Contractor has, with respect to any request for money or damages
alleged in or that forms the basis for the Claim, reviewed the job cost records (including
those maintained by Contractor and by any Subcontractor of any Tier, that is asserting all
or any portion of the Claim) and confirmed with reasonable certainty that the Losses or
damages suffered by Contractor and/or such Subcontractor were in fact suffered in the
amounts and for the reasons alleged in the Claim; and,
(iv) Contractor has, with respect to any request for extension of time or
claim of Delay, disruption, hindrance or interference alleged in or that forms the basis for
the Claim, reviewed the job schedules (including those maintained by Contractor and by
any Subcontractor involved in the Claim) and confirmed on an event-by-event basis that
the delays or disruption suffered by Contractor and /or such Subcontractor were in fact
experienced for the durations, in the manner, and with the consequent effects on the time
and/or sequence of performance of the Work, as alleged in the Claim; and,
(v) Contractor has not received payment from City for, nor has Contractor
previously released City from, any portion of the Claim; and
(vi) Contractor understands that submission of a Claim which has no basis
in fact or which Contractor knows to be false may violate the False Claims Act
(Government Code Section 12650 et seq.).
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Company: ___________________________
Date: _______________________________
4.2.6 Strict Compliance Required. No Claim may be asserted unless Contractor has strictly
complied with the requirements of Section 4.2 of these General Conditions, which shall be considered
conditions precedent to Contractor’s rights to assert the Claim and to initiate the Contract Dispute
Resolution Process set forth below with respect to such Claim.
4.2.7 No Work Delay. Notwithstanding the submission of any Claim or the existence of any
dispute regarding any Claim, unless otherwise directed by City, Contractor shall not delay, slow or stop
performance of the Work, but shall diligently proceed with performance in accordance with the Contract
Documents and City will continue to make payments as required by the Contract Documents.
4.2.8 City Response. City shall respond in writing within forty-five (45) Days of receipt of the
Claim with a written statement identifying which portion(s) of the Claim are disputed or undisputed, unless
the 45 Day period is extended by mutual agreement of City and Contractor or as otherwise allowed under
Public Contract Code Section 9204. However, if City determines that the Claim is not adequately
documented, City may first request in writing, within thirty (30) days of receipt of the Claim, additional
information or documentation supporting the Claim, or relating to defenses to the Claim that City may have
against the Claim, in which case City shall respond to the Claim within forty-five 45 Days after receipt of the
further information or documentation. If Contractor fails to submit the additional documentation to City
within fifteen (15) Days of receipt of City’s request, the Claim will be deemed waived. If City Council
authorization is necessary for City to respond to a Claim, City will respond within three (3) Days following
the Council’s consideration of the Claim, which shall be scheduled in accordance with Section 9204.
4.2.9 Non-Waiver. Any failure by City to respond within the times specified above may not be
construed as acceptance of the Claim in whole or in part, or as a waiver of any provision of these Contract
Documents.
4.2.10 Payment on Undisputed Portion. Any payment due on an undisputed portion of the Claim shall be paid within 60 Days after the City issues its written response.
4.2.11 Meet and Confer. If Contractor disputes City’s response, or if City fails to respond within
the prescribed time set forth above, Contractor may so notify City and demand a meet and confer
conference for settlement of the issues in dispute, in writing sent by registered mail or certified mail, return
receipt requested, within fifteen (15) Days of City’s response or within fifteen (15) Days of City’s failure to
respond. If Contractor fails to dispute City’s response within the specified time, Contractor’s Claim shall be
deemed waived.
.1 Schedule Meet and Confer. Upon receipt of the demand to meet and confer, City will
schedule the meet and confer conference to be held within 30 days, or later if needed to
ensure the mutual availability of each of the individuals that each party requires to
represent its interests at the meet and confer conference.
.2 Location for Meet and Confer. The meet and confer conference will be scheduled at a
location at or near City’s principal office.
.3 Written Statement After Meet and Confer. Within ten (10) working days after the meet
and confer has concluded, City will issue a written statement identifying which portion(s)
of the Claim remain in dispute, if any.
.4 Submission to Mediation. If the Claim or any portion remains in dispute following the
meet and confer conference, within ten (10) working days after the City issues the written
statement identifying any portion(s) of the Claim remaining in dispute, the disputed
portion(s) will be submitted for nonbinding mediation, as set forth below.
4.2.12 Mediation. Within ten (10) working days after the City issues the written statement
identifying any portion(s) of the Claim remaining in dispute following the meet and confer, City and
Contractor will mutually agree to a mediator and mediation process, consistent with and as provided under
Public Contract Code section 9204. Mediation will be scheduled to ensure the mutual availability of the
selected mediator and all of the individuals that each party requires to represent its interests. All discussions
that occur during the mediation and all documents prepared solely for the purpose of the mediation shall
be confidential and privileged pursuant to California Evidence Code Sections 1119 and 1152. The parties
will share the costs of mediation equally, except costs incurred by each party for its representation by legal
counsel or any other consultants.
4.2.13 The Claim procedures set forth herein do not apply to the following:
(i) Penalties or forfeitures prescribed by statute or regulation imposed by a
governmental agency.
(ii) Tort claims for personal injury or death.
(iii) False claims liability under California Government Code Section 12650, et seq.
(iv) Defects in the Work first discovered by City after Final Payment by City to
Contractor.
(v) Stop notices.
(vi) The right of City to specific performance or injunctive relief to compel
performance of any provision of the Contract Documents.
4.2.14 If the Claim is not fully resolved during the meet and confer conference or through
mediation, as to those portions of the Claim which remain in dispute, Contractor may commence the
Contract Dispute Resolution Process set forth below by filing a Statement of Contract Dispute with the City
within thirty (30) Days following the meet and confer conference if the parties have mutually waived
mediation, or within thirty (30) Days following the mediation result. If Contractor fails to submit a Statement of Contract Dispute within the applicable thirty (30) Day period, City’s last written response will become
final and binding upon Contractor, and Contractor shall be deemed to have waived and release any further
right to pursue the Claim.
4.3 RESOLUTION OF CONTRACT DISPUTES.
Contract Disputes shall be resolved by the parties in accordance with the Contract Dispute Resolution
Process set forth in this Section 4.3 of the General Conditions in lieu of any and all rights under the law that
either party have its rights adjudged by a trial court or jury. All Contract Disputes shall be subject to the
Contract Dispute Resolution Process set forth in this Section 4.3, which shall be the exclusive recourse of
Contractor and City for such Contract Disputes.
4.3.1 Non-Contract Disputes. Contract Disputes shall not include any of the following:
(i) Penalties or forfeitures prescribed by statute or regulation imposed by a governmental
agency;
(ii) Third party tort claims for personal injury, property damage or death relating to any Work
performed by Contractor or its Subcontractors or Sub-subcontractors of any tier;
(iii) False claims liability under California Government Code Section 12650, et. seq.;
(iv) Defects in the Work first discovered by City after Final Payment by City to Contractor;
(v) Stop notices; or
(vi) The right of City to specific performance or injunctive relief to compel performance of any
provision of the Contract Documents.
4.3.2 Litigation, City Election. Matters that do not constitute Contract Disputes shall be
resolved by way of an action filed in the Superior Court of the State of California, County of Santa Clara, and
shall not be subject to the Contract Dispute Resolution Process. However, the City reserves the right, in its
sole and absolute discretion, to treat such disputes as Contract Disputes. Upon written notice by City of its
election as provided in the preceding sentence, such dispute shall be submitted by the parties and finally
decided pursuant to the Contract Dispute Resolution Process in the manner as required for Contract
Disputes, including, without limitation, City’s right under Paragraph 4.3.5 to defer resolution and final
determination until after Final Completion of the Work.
4.3.3 Submission of Contract Dispute.
.1 By Contractor.
Contractors may commence the Contract Dispute Resolution Process upon conclusion of
the Claims process set forth in Section 4.2 above. Contractor shall submit a written
Statement of Contract Dispute (as set forth below) to City within thirty (30) Days after
conclusion of the meet and confer process or mediation, as applicable, set forth in Section
4.2. Failure by Contractor to submit its Statement of Contract Dispute in a timely manner
shall result in City’s decision by City on the Claim becoming final and binding. Contractor’s
Statement of Contract Dispute shall be signed under penalty of perjury and shall state
with specificity the events or circumstances giving rise to the Contract Dispute, the dates
of their occurrence and the asserted effect on the Contract Sum and the Contract Time.
The Statement of Contract Dispute shall include adequate supporting data to substantiate
the disputed Claim, in compliance with the Change Order Request requirements set forth
herein.
.2 By City.
City's right to commence the Contract Dispute Resolution Process shall arise at any time following City's actual discovery of the circumstances giving rise to the Contract Dispute.
City may also assert a Contract Dispute in response to a Contract Dispute asserted by
Contractor. A Statement of Contract Dispute submitted by City shall state the events or
circumstances giving rise to the Contract Dispute, the dates of their occurrence and the
damages or other relief claimed by City as a result of such events.
.3 Contract Dispute Resolution Process.
The parties shall utilize each of the following steps in the Contract Dispute Resolution
Process in the sequence they appear below. Each party shall participate fully and in good
faith in each step in the Contract Dispute Resolution Process, and good faith effort shall
be a condition precedent to the right of each party to proceed to the next step in the
process.
4.3.4 Direct Negotiations. Designated representatives of City and Contractor shall meet as soon
as possible (but not later than ten (10) Days after receipt of the Statement of Contract Dispute) in a good
faith effort to negotiate a resolution to the Contract Dispute. Each party shall be represented in such
negotiations by an authorized representative with full knowledge of the details of the Claims or defenses
being asserted by such party in the negotiations, and with full authority to resolve such Contract Dispute
then and there, subject only to City’s obligation to obtain administrative and/or City Council approval of
any agreed settlement or resolution. If the Contract Dispute involves the assertion of a right or claim by a
Subcontractor against Contractor that is in turn being asserted by Contractor against City (“Pass-Through
Claim”), then the Subcontractor shall also have a representative attend the negotiations, with the same
authority and knowledge as described above. Upon completion of the meeting, if the Contract Dispute is
not resolved, the parties may either continue the negotiations or any party may declare negotiations ended.
All discussions that occur during such negotiations and all documents prepared solely for the purpose of
such negotiations shall be confidential and privileged pursuant to California Evidence Code Sections 1119
and 1152.
4.3.5 Deferral of Contract Disputes. Following the completion of the negotiations required by
Paragraph 4.3.4, above, all unresolved Contract Disputes shall be deferred pending Final Completion of the
Project, subject to City’s right, in its sole and absolute discretion, to require that the Contract Dispute
Resolution Process proceed prior to Final Completion. All Contract Disputes that have been deferred until
Final Completion shall be consolidated within a reasonable time after Final Completion and thereafter
pursued to resolution pursuant to this Contract Dispute Resolution Process. The parties can continue
informal negotiations of Contract Disputes; provided, however, that such informal negotiations shall not be
alter the provision for deferring final determination and resolution of unresolved Contract Disputes until
after Final Completion.
4.3.6 Mediation. If the Contract Dispute remains unresolved after negotiations pursuant to
Paragraph 4.3.4, above, the parties may choose, by mutual agreement, to conduct further mediation, however they shall be under no obligation to do so.
4.3.7 Binding Arbitration.
Any remaining Contract Dispute shall be submitted for binding arbitration.
.1 Process. Any Claim submitted for binding arbitration, as set forth above, shall be
determined by arbitration at the San Francisco JAMS’ offices, and administered by JAMS
pursuant to its Engineering and Construction Arbitration Rules & Procedures for
Expedited Arbitration. Judgment on the Award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional remedies in
aid of arbitration from a court of appropriate jurisdiction within Santa Clara County, and
no other place.
.2 Waiver of Jury Trial. Contractor and City each voluntarily waives its right to a jury trial
with respect to any Contract Dispute that is subject to binding arbitration in accordance
with the provisions of this Paragraph 4.3. Contractor shall include this provision in its
contracts with its Subcontractors who provide any portion of the Work.
4.3.8 Non-Waiver. Participation in the Contract Dispute Resolution Process shall not waive,
release or compromise any defense of City, including, without limitation, any defense based on the
assertion that the rights or Claims of Contractor that are the basis of a Contract Dispute were previously
waived by Contractor due to Contractor’s failure to comply with the Contract Documents, including,
without limitation, Contractor’s failure to comply with any time periods for providing notice of requests
for adjustments of the Contract Sum or Contract Time or for submission of Claims or supporting
documentation of Claims.
ARTICLE 5 – SUBCONTRACTORS
5.1 CONTRACTOR'S AWARD OF SUBCONTRACTS
5.1.1 Contractor shall comply with the Subletting and Subcontracting Fair Practices Act, Public
Contract Code Sections 4100 through 4114. Nothing herein shall be deemed to entitle Contractor, without
the written approval of City, to substitute other Subcontractors for those named in Contractor's List of
Subcontractors contained in the completed Bid; and, except with such approval, no such substitution shall
be made. Should Contractor violate any of the provisions of the Subletting and Subcontracting Fair Practices
Act, such violation shall be deemed a violation of the Construction Contract, entitling City, without
limitation to any other rights or remedies under the law, to suspend or terminate the Construction Contract.
5.1.2 Except as hereinafter provided, any increase in the cost of the Work or Contract Time
resulting from the replacement or substitution of a Subcontractor, shall be borne solely by Contractor and
without any adjustment in Contract Sum or Contract Time.
5.1.3 Where a hearing is held pursuant to the provisions of Chapter 2, Division 5, Title
1 of the Public Contract Code (commencing with Subparagraph 4100), by the awarding authority
or a duly appointed hearing officer, City’s representative shall prepare and certify a statement of
all costs incurred by City for investigation and conduct of the hearing, including the costs of any
hearing officer and reporter appointed. The statement shall then be sent to Contractor who shall
reimburse City for such costs. If not paid separately, such reimbursement may be deducted from
any money due and owing to Contractor.
5.2 SUBCONTRACTOR RELATIONS
5.2.1 Prior to the execution of each subcontract agreement, Contractor shall make available to
each proposed Subcontractor, copies of the Contract Documents. Contractor must incorporate the terms
of these Contract Documents into each subcontract, so that each Subcontractor will be bound by the terms
of these Contract Documents, including, but not limited to, the provisions for dispute resolution. Within
thirty (30) Days of the Notice To Proceed, Contractor shall provide City with a complete listing of all
Subcontractors, which shall include, but not be limited to, the Work contracted for, Subcontractor’s name,
address, telephone and facsimile numbers, form for doing business (i.e, sole proprietor, corporation,
partnership), point-of-contact and Subcontractor’s license classification and number.
5.2.2 Any part of the Work performed for Contractor by a first Tier Subcontractor shall be
pursuant to a written subcontract. Each such subcontract shall require that the Subcontractor:
(i) Perform the Work in accordance with the terms of the Contract Documents.
(ii) Assume toward Contractor all the obligations and responsibilities which Contractor
assumes towards City by the Contract Documents.
(iii) Preserve and protect the rights of City under the Contract Documents with respect to the
Work to be performed by the Subcontractor so that subcontracting thereof will not
prejudice such rights.
(iv) Waive all rights that the Subcontractor may have against City for damages caused by fire
or other perils covered by builder's risk property insurance carried by Contractor or City,
except for such rights Subcontractor may have to the proceeds of such insurance held
by City under Article 11 of these General Conditions.
(v) Afford City and entities and agencies designated by City the same rights and remedies
with respect to access to and the right to audit and the right to copy at City's cost all of
the Subcontractor's books, records, contracts, correspondence, instructions, drawings,
receipts, vouchers, purchase orders and memoranda relating to the Work and requiring
the Subcontractor to preserve all such records and other items for a period of at least
three (3) years after Final Completion.
(vi) Recognize the rights of City under Section 5.3 of the General Conditions, Contingent
Assignment of Subcontracts, including, without limitation, City’s right to elect to accept
assignment of the subcontract and to retain Subcontractor pursuant to the terms of the subcontract, to complete the unperformed obligations under the subcontract and, if
requested by City, to execute a written agreement on terms acceptable to City confirming
that the Subcontractor is bound to City under the same terms as the subcontract.
(vii) Submit Applications for payment, requests for Change Orders and extensions of time and
Claims, and to comply with all other notice and submission requirements of the Contract
Documents, sufficiently in advance to allow Contractor time to comply with its obligations
under the Contract Documents.
(viii) Purchase and maintain insurance in accordance with the requirements of the Contract
Documents and reserving the right to Owner to purchase, in its sole discretion, such
insurance pursuant to an Owner Controlled Insurance or other form of wrap-up program.
(ix) Provide the same defense indemnification of the City as is required of the Contractor.
(x) Agree to participate in the dispute resolution procedures specified in the Construction
Contract, at the election of City.
5.2.3 Contractor shall promptly, after execution, furnish to City true, complete, and executed
copies of all subcontracts, and any change orders and modifications thereto. Progress payments shall not
be made for items of Work for which City has not received executed subcontracts and, if applicable, Change
Orders.
5.2.4 Nothing contained in the Contract Documents shall create any contractual relationship
between any Subcontractor and City, except when, and only to the extent that, City elects to accept the
assignment of the subcontract with such Subcontractor pursuant to Section 5.3, Contingent Assignment
of Subcontracts. Notwithstanding the foregoing, City is deemed a third party beneficiary of each
subcontract agreement.
5.2.5 City and the Construction Manager shall have the right to communicate with Contractor’s
Subcontractors with respect to matters that are related to Contractor’s performance of its obligations under
the Contract Documents. Contractor shall be provided with a copy of all such written communications. Such
communications shall not create or be interpreted as creating any contractual relationship between City or
the Construction Manager and any such Subcontractor.
5.3 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed
to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered
into by Contractor for performance of any part of the Work. The assignment will be effective upon
acceptance by City in writing and only as to those contracts which City designates in writing. City may
accept, at its sole election, said assignment at any time during the course of the Work and prior to Final
Completion in the event of a suspension or termination of Contractor's rights under the Contract
Documents. Such assignment is part of the consideration to City for entering into the Contract with
Contractor and may not be withdrawn prior to Final Completion.
5.4 CONTRACTOR AND SUBCONTRACTOR RESPONSIBILITY
Contractor shall be responsible to City for acts and omissions of Contractor's agents, employees, and of
Contractor’s Subcontractors, and their respective agents and employees. Unless otherwise stated in or a contrary intention is reasonably inferable from the Contract Documents, references to Contractor, when
used in reference to an obligation bearing upon performance of the Work, shall be deemed to include
Contractor’s Subcontractors.
ARTICLE 6 – CONSTRUCTION BY CITY OR BY SEPARATE CONTRACTORS
6.1 CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
6.1.1 City reserves the right to award separate contracts for, or to perform with its own forces,
construction or operations related to the Work or other construction or operations at or affecting the Site,
including portions of the Work which have been deleted by modification. Contractor shall cooperate with
City's forces and Separate Contractors.
6.1.2 City shall provide coordination of the activities of City forces and of each Separate
Contractor with the Work of Contractor. Contractor shall participate with City and Separate Contractors in
joint review of construction schedules and Project requirements when directed to do so. Contractor shall
make necessary revisions to the Construction Schedule after such joint review.
6.1.3 Without limitation upon any of the rights or remedies of City under the Contract
Documents or under law arising from a default by Contractor, in the event that Contractor fails to have
personnel on Site to supervise the Work, City shall have the right, in its sole discretion, but not the
responsibility, upon twenty-four (24) hours’ telephonic notice to Contractor, to provide such supervision
on a temporary basis. Contractor shall, notwithstanding City’s providing such temporary supervision,
remain solely responsible for all actions of its personnel and Subcontractors and shall defend and indemnify
City in accordance with the Construction Contract against any Losses arising therefrom. City shall have the
right, in its discretion, to deduct from the sums owing to Contractor the reasonable cost of such temporary
supervision.
6.2 MUTUAL RESPONSIBILITY
6.2.1 Contractor shall be responsible for affording Separate Contractors reasonable
opportunity for introduction and storage of their materials and equipment and performance of their
activities. Contractor shall schedule and coordinate its construction and operations with the construction
and operations of Separate Contractors as required by the Contract Documents.
6.2.2 If a portion of the Work is dependent upon the proper execution or results of other
construction or operations by Separate Contractors, Contractor shall inspect such other construction or
operations before proceeding with its portion of the Work. Contractor shall promptly report to City
apparent discrepancies or defects which render the other construction or operations unsuitable to receive
the Contractor’s Work. Unless otherwise directed by City, Contractor shall not proceed with the portion of
the Work affected until apparent discrepancies or defects have been corrected. Failure of Contractor to so
report within a reasonable time after discovering such discrepancies or defects shall constitute an
acknowledgment that the other construction or operations by City or Separate Contractors is suitable to
receive the Work, except as to defects not then reasonably discoverable.
6.2.3 In the event of Delays, improperly timed activities or Defective Work by the Contractor or
the Separate Contractors, the costs of such occurrences shall be borne by the party responsible therefor.
6.2.4 If Contractor wrongfully causes damage to completed or partially completed construction
or to property of City or Separate Contractors, Contractor shall promptly remedy damage as provided in
Paragraph 12.2 of these General Conditions.
6.2.5 If a dispute, or other matters in question arise between Contractor and a Separate
Contractor, these occurrences shall be subject to the provisions of Section 4.2 and 4.3 of the General
Conditions. Contractor shall immediately notify the Construction Manager in writing of such occurrences.
6.3 CITY’S RIGHT TO CLEAN UP
If a dispute arises between Contractor and Separate Contractors as to the responsibility under their
respective contracts for maintaining the Site and surrounding areas free from waste materials and rubbish,
City may clean up and allocate the cost between those firms it deems, in its sole discretion, to be
responsible.
ARTICLE 7 – CHANGES
7.1 CHANGES
7.1.1 City may, at any time and without notice to Contractor’s sureties, order Changes in the
Work without invalidating the Construction Contract and without relieving Contractor’s sureties of their
obligations to City.
7.1.2 City shall receive a deductive adjustment in the Contract Sum for Changes that result in a
reduction in the cost to perform the Work and shall be entitled to an adjustment reducing the Contract
Time for Changes that enable the Contractor to complete the Work earlier than the Contract Time.
7.1.3 Unless such rights have been waived and provided that Contractor has complied with the
requirements of the Contract Documents with respect to, without limitation, complete and timely
submission of all notices, requests and supporting documentation, Contractor shall receive an additive
adjustment to the Contract Sum for Changes that increase the cost to perform the Work and/or an
adjustment extending the Contract Time for Excusable Delay (subject to offset for concurrent Unexcused
Delay).
7.1.4 Contractor shall not be entitled to an adjustment of the Contract Sum or Contract Time
for Changes that are not authorized by an Approved Change Order or Field Order signed by City or
Construction Manager. All Changes in the Work that are the basis of an adjustment to the Contract Sum or
Contract Time must be authorized in advance, in writing, by City or Construction Manager. Accordingly, no
verbal directions, course of conduct between the parties or express or implied Acceptance of Changes or
Work, and no claim that the Owner has been unjustly enriched (whether or not there has been such
enrichment) shall be the basis for an adjustment to the Contract Sum or Contract Time if Contractor has
not obtained advance written authorization to perform the Change in the manner required herein.
7.1.5 City or the Construction Manager may authorize and direct Changes by requesting that
Contractor submit a Change Order Request or by issuing a Field Order. A Field Order may be issued to direct
performance of Work under the following circumstances:
.1 When there is a dispute as to whether or not the Work described therein
constitutes or includes a Change or Extra Work,
.2 When there is a dispute regarding the basis or amount of compensation for Changed or Extra Work,
.3 When there is a dispute regarding whether or how the Contract Time should be
adjusted, or
.4 As otherwise deemed necessary by City to ensure the timely performance of the
Work and timely completion of the Project.
The purpose of a Field Order is to ensure the timely performance of the Work and timely completion of the
Project, and issuance of a Field Order shall not be construed as an acknowledgment by City that the Work
described constitutes a Change or Extra Work if that is in fact not the case.
7.1.6 City can make whatever Changes that it determines in its sole discretion are necessary
and in its best interests and under no circumstances shall the number (individual or cumulative value) or
scope of Changes become a basis for Contractor to claim that the Construction Contract has been rescinded,
terminated, abandoned or should be reformed nor shall such circumstances be the basis for Contractor, or
any Subcontractor to recover any compensation or damages not permitted by, or in excess of that allowed
under, the Contract Documents.
7.1.7 City shall have authority to order minor Changes in the Work that do not increase the cost
or time to perform the Work, and which are consistent with the intent of the Contract Documents. Such
changes may be directed by a Field Order, and shall be binding on City and Contractor. Contractor shall
carry out such written orders promptly.
7.2 CHANGE ORDER REQUESTS AND CHANGE ORDERS
7.2.1 Contractor may request adjustments to the Contract Sum or Contract Time or the terms
of a Field Order by submitting a written Change Order Request if, and only if, Contractor follows the
procedures specified in the Contract Documents, including, without limitation, the procedures set forth in
this Section 7.2. A Change Order Request must be submitted within ten (10) Days after the occurrence of
the circumstances giving rise thereto. At the City’s election, the Contractor shall submit all Change Order
requests on a form prepared by the City. The Change Order Request must clearly describe the circumstances
that are the basis of the Change, with reference, to the particular provisions of the Contract Documents
involved, and also to all other directly relevant documents, including, but not limited to, related Requests
for Information and responses thereto, and Field Orders. A Change Order Request seeking an adjustment
to the Contract Sum must identify the proposed basis of compensation, the amount of the requested
adjustment, and a detailed breakdown of the amount requested. A Change Order Request seeking an
adjustment to the Contract Time must include all information required by the Contract Documents,
including, but not limited to strict compliance with Section 8.5 of the General Conditions pertaining to
requests for extension of Contract Time. A request for an extension of Contract Time must be accompanied
by a "Fragnet" or “time impact analysis," which identifies all critical and non-critical activities affected by
the Change Order Request and showing logic ties into all existing affected activities noted on the latest
approved, updated Construction Schedule. Change Order Requests must be submitted to the Construction
Manager. Incomplete Change Order Requests or requests that are not submitted on the City’s Change
Order Request Form will be returned without review.
7.2.2 Adjustments to the Contract Sum, whether increases or decreases, shall be computed at
City's sole election on the basis of one or more of the following methods:
.1 Unit Pricing: Unit prices stated in the Contract Documents or agreed upon by City and Contractor, which shall be deemed to include all Allowable Costs,
Contractor Markup and Subcontractor Markup.
.2 Lump Sum Pricing: A lump sum agreed upon by City and Contractor, based on
the estimated Allowable Costs, Contractor Markup, and Subcontractor Markup
computed in accordance with this Section.
.3 Time and Materials: Work performed on a time and materials basis shall be
calculated as the sum of Allowable Costs, plus applicable Contractor Markup, as
set forth herein..
The above methods are the exclusive methods for calculating adjustments to the Contract Sum. Under no
circumstances will adjustment to the Contract Sum be based upon any methodology such as total cost or
modified total cost methodologies that purports to calculate Contractor’s additional costs based on the
difference between Contractor’s total actual Project or line item costs and its original bid estimate for the
Project or any original bid estimate line item.
7.2.3 Changes involving Extra Work that City elects to have performed on a time and material
basis, whether performed by Contractor's forces or the forces of Subcontractors, shall be compensated by
an increase in the Contract Sum based on actual Allowable Costs and applicable Markup, as set forth herein.
When Work is performed on a time and material basis, by Contractor or any of its Subcontractors,
Contractor shall submit on a daily basis to the Construction Manager daily time and material tickets which
include the identification number assigned to the Change; the location and description of the Change; the
classification of labor employed (and names and social security numbers if requested); the materials used;
the equipment rented (not tools); and such other receipts, invoices, or other evidence of cost as the
Construction Manager may require. The Construction Manager may require authentication of all time and
material tickets and invoices by persons designated by the Construction Manager for such purpose. The
failure of Contractor to provide any required authentication shall, if City elects to treat it as such, constitute
a waiver by Contractor of any right to adjustment of the Contract Sum for the cost of all or that portion of
the Extra Work covered by a non-authenticated ticket or subsequent invoice. The adjustment to the
Contract Sum for the Extra Work will be based on the total sum of Allowable Costs for performance of that
Extra Work and applicable Markup as provided herein.
7.2.4 Allowable Costs include and are limited to the sum of direct, actual costs necessarily
incurred by Contractor and any Subcontractors that actually perform Extra Work, and are strictly limited to
the following:
.1 Labor. The actual costs for straight-time (and the premium time portion of overtime, if
approved in writing in advance by City or the Construction Manager) wages or salaries for
employees performing the Extra Work, whether at the Site, or at fabrication sites off the
Site, plus employer payments collectively referred to as "Fringe Benefits and Payroll
Taxes," of payroll, taxes and insurance, health and welfare pension, vacation,
apprenticeship funds, and other direct costs required by Federal, State or local laws, as
well as assessments or benefits required by lawful collective bargaining agreements. The use of employees with a labor classification, which would increase the Allowable Costs
will not be permitted unless Contractor establishes the necessity for such additional costs.
Labor costs for equipment operators and helpers shall be payable under this Paragraph
only when such costs are not included in the invoice for equipment rental.
.2 Material. The actual cost of materials, supplies and consumable items which are required
for the Work at invoice or lowest current price at which such materials are locally available
and delivered to the Site in the quantities involved, including sales tax, freight and
delivery. City reserves the right to approve materials and sources of supply, or to supply
materials to Contractor, if necessary, for the Work. No Markup shall be applied to any
material provided by City. Material re-stocking charges shall be limited to 5% of the
amount of material. All discounts, rebates and refunds from the sale of surplus materials
and consumable items shall accrue to City, and Contractor shall make provision so that
they may be obtained.
.3 Tool and Equipment Rental. Rental charges actually incurred for necessary machinery
and equipment, whether owned or hired, as authorized in writing by City or the
Construction Manager, exclusive of hand tools. No payment will be made for the use of
tools that have a replacement value of $500 or less. When the equipment is owned by
Contractor, the rental rate shall be as listed for such equipment in the California
Department of Transportation publication entitled "Labor Surcharge and Equipment
Rental Rates," which is in effect on the date the Work is accomplished. When equipment
is not listed in said publication, the rate to be paid shall be as herein defined, or a suitable
rental rate for such equipment will be established by the Construction Manager.
Regardless of ownership, the rates to be used in determining equipment rental cost shall
not exceed listed rates prevailing locally at equipment rental agencies or distributors at
the time the work is performed. The rental rates paid shall include the cost of fuel, oil,
lubrication, supplies, small tools, necessary attachments, repairs and maintenance of any
kind, depreciation, storage, insurance and all incidentals. If equipment is used
intermittently, when not in use it shall be returned to its rental source unless Contractor
elects to keep it at the Site at no expense to City. The reported rental time for equipment
already at the Site shall be the duration of its use on the Extra Work, commencing at the
time it is first put into actual operation on the Extra Work, plus the time required to move
it from its previous site and back, or to a closer site.
.4 Royalties and Permits. Costs of royalties and permits solely related to the Extra or
Deleted Work.
.5 Insurance and Bonds. Additional costs of insurance and bonds, not to exceed two percent
(2%) of the total of Parts .1 through .4, above.
7.2.5 Allowable Costs shall not include any of the following, which are deemed to be included
in Contractor's Markup:
(i) Superintendent(s)
(ii) Assistant Superintendent (s)
(iii) Project Engineer(s), Assistant Project Engineer(s).
(iv) Project Manager(s), Assistant Project Manager(s).
(v) Scheduler(s), Administrative Assistant(s), Health and Safety personnel.
(vi) Estimator(s), Clerk(s), Secretary(s), Accountant(s) or any Home Office personnel.
(vii) Drafting or detailing.
(viii) Small tools (with a replacement value under $500).
(ix) Home or field office expenses, including staff, materials, and supplies.
(x) Trailer or storage rental and expense, whether on the Site or off the Site.
(xi) Data processing personnel and equipment.
(xii) Site fencing.
(xiii) Utilities, including, without limitation, gas, electric, sewer, water, telephones.
(xiv) Telephone, cell phone, radios, computer, tablet devices, facsimile, e-mail and copier.
(xv) Overhead, administrative, or general expenses of any kind.
(xvi) Loss of efficiency or productivity, or other impact cost due to the effect of the Extra Work
on the performance of other Work or the Work of other trades on the Project.
(xvii) Capital expenses, including interest on capital employed in connection with Extra Work.
(xviii) Legal costs.
(xix) Federal, State, or local income and franchise taxes.
(xx) Profit.
(xxi) Costs incurred more than twenty (20) Days prior to submission of a Change Order Request
seeking compensation for those costs.
(xxii) Cost of any item not specifically and expressly included in Allowable Costs.
7.2.6 Contractor Markup for Extra Work is to be calculated as ten percent (10%) of the
Allowable Costs Contractor or Subcontractor actually incurred to perform the Work with its own forces.
Subcontractor Markup by Contractor for Extra Work performed by Subcontractor is to be calculated as
fifteen percent (15%) of the total Subcontractor Allowable Costs incurred for Extra Work. The total amount
of markup for Extra Work may not exceed twenty-five percent (25%) of the total Allowable Costs.
7.2.7 Change Order Requests or requests for payment for time and material work directed by
a Field Order must include a complete breakdown of actual costs, including credits, and shall itemize all
Allowable Costs, subcontract costs if applicable, Contractor Markup, and Subcontractor Markup if
applicable. All claimed costs must be fully documented and objectively verifiable. In connection with the
foregoing, Contractor must generate and maintain complete and accurate cost accounting records that will
reflect:
.1 The actual Allowable Costs incurred or saved for each individual item of Extra Work or
Deleted Work, and
.2 On an event-by-event basis, the effect of each Delay that forms the basis of any request for extension of time, regardless of scope, number, complexity, cumulative effect or time
of issuance or occurrence.
7.2.8 The Contract Sum will be adjusted for direct Allowable Costs incurred due to Excusable
Delay only if and to the extent allowed by the Contract for Compensable Delay. Such adjustments in the
Contract Sum shall be Contractor’s sole and exclusive remedy and recovery for Excusable Delay, including
any alleged disruption, hindrance, interference, loss of productivity, labor or material cost escalations,
inefficiency, acceleration, impact costs, extended or extraordinary overhead (direct or indirect), home
office overhead, or other Losses or damages due to Delay, of any kind.
7.2.9 City has the right to increase or decrease the quantity of any unit price item for which an
estimated quantity is stated in the Contract Documents, and the Contract Sum will be adjusted accordingly.
7.2.10 Allowance Adjustments: An Allowance is an amount included in the Bid for Work that
may or may not be included in the Project, depending on conditions that will not become known until
after Bid time. If the Contract Sum includes an Allowance and the cost of performing the Work covered
by that Allowance is greater or less than the stated amount, the Contract Sum shall be increased or
decreased accordingly by the amount of the difference. The Contract Sum shall also be adjusted by the
amount of any unused Allowance that was specifically and expressly included in the original Contract
Sum.
7.2.11 Change Orders: Approved Change Order Requests and Changes directed by a Field Order,
including adjustments to Contract Sum and Contract Price, shall be incorporated into a Change Order for
approval by the City. City shall prepare each Change Order for execution by Contractor and the City.
Change Orders shall be in substantially the same form as Attachment B to the General Conditions. An
Approved Change Order becomes binding upon City and Contractor when fully executed by both parties.
Full execution of a Change Order is deemed full resolution, settlement, accord and satisfaction with respect
to any and all pending or future Claims for cost and extensions of time that were asserted, or that could
have been asserted, in connection with the Work covered by the Change Order, whether known or
unknown at the time of execution of the Change Order, and that are related to the subject matter of the
Change Order, including, without limitation, all Claims, costs or damages for Delay, disruption, hindrance,
interference, extended or extraordinary direct and indirect overhead, multiplicity of Changes, loss of
productivity, labor or material cost escalations, inefficiency, the impact of the Change on the Work, legal
expenses, consultant costs, interest, lost profits or revenue, bond or insurance costs, currency fluctuations,
changes in taxes or other related Claims, costs or damages. Change Orders shall be executed by Contractor
in the form approved by the City Council or its authorized designee, and without any express reservation of
rights by Contractor to reserve for the future the right to assert or recover from City any such Claims, costs
or damages.
7.2.12 If Contractor fails to timely execute a Change Order, the City may unilaterally approve the
Change Order to increase the Contract Sum and/or to extend the Contract Time. Contractor may dispute
the terms of a unilaterally-approved Change Order, in whole or in part, by submitting a Claim in accordance
with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order
is approved by the City. If Contractor fails to submit a Claim within that 14-day period, with respect to all
or part of the unilaterally-approved Change Order, those portions of the Change Order which have not been
disputed by timely submission of a Claim shall be deemed to have the same effect as if the Change Order
was fully executed by both parties as set forth above.
7.3 FIELD ORDERS
A Field Order will include a description of the Work to be performed, and the selected basis for adjusting
the Contract Sum (increase or decrease) as set forth herein (i.e., unit pricing if applicable, lump sum, or
time and materials). A Field Order may or may not include the total amount of the City’s proposed
adjustment to the Contract Sum or Contract Time, and may also include a not-to-exceed limit for any
increases to the Contract Sum. Upon receipt of a Field Order, Contractor shall, within a reasonable time,
proceed with the Work described in the Field Order. If Contractor disputes the proposed basis or amount
of adjustment to the Contract Sum or Contract Time, it may request to change the disputed portions of the
Field Order by submitting a Change Order Request within ten (10) Days following issuance of the disputed
Field Order. Failure by Contractor to submit a timely Change Order Request seeking modification of the
terms of the Field Order shall be deemed full acceptance of and agreement to all of the terms of the Field
Order, and a release and waiver of any right to subsequently dispute any or all of the terms of that Field
Order. Field Orders shall be in substantially the same form as Attachment A to the General Conditions.
7.4 DISPUTES REGARDING CHANGES
No dispute, disagreement, nor failure of the parties to reach agreement regarding the amount, if any, of
any adjustment to the Contract Sum or Contract Time, shall relieve Contractor from the obligation to
proceed with performance of the Work, including, without limitation, performance of Work directed by a
Field Order or as modified by a Change Order, promptly and expeditiously. Contractor shall not delay, slow,
interrupt, or suspend the performance of any Work or any Change because of a dispute between the
parties, including, but not limited to, disputes pertaining to an adjustment in the Contract Sum or Contract
Time. If Contractor disputes the rejection of any Change Order Request in whole or in part, Contractor’s
exclusive remedy is to submit a Claim in compliance with the Dispute Resolution Procedures set forth in
Article 4 herein.
ARTICLE 8 – CONTRACT TIME
8.1 COMMENCEMENT OF THE WORK
Commencement of the Work shall begin on the date specified in the Notice to Proceed.
8.2 PROGRESS AND COMPLETION
8.2.1 Contractor agrees that the Contract Time is reasonable for performing the Work and that
Contractor is able to perform the Work within the Contract Time.
.1 The Construction Schedule may reflect a period of performance that is shorter than the
Contract Time; provided however, that the difference shall be deemed as float and
nothing in this Paragraph or in any other provision of the Contract Documents shall be
construed as creating any contractual right, express or implied, on the part of Contractor
to finish the Project earlier than the Contract Time and under no circumstances shall City be liable to Contractor for any costs, damages or compensation due to the inability of
Contractor to complete the Work earlier than the Contract Time, regardless of the cause,
including, without limitation, acts or omissions (intentional or negligent) of City.
.2 Contractor has included in its Bid price the costs of all Contractor and Subcontractor
overhead (direct and indirect) for the entire duration of the Contract Time. The above
costs are included in Contractor’s Bid notwithstanding Contractor's anticipation of
completion in fewer days than established by the Contract Time.
.3 No increase in the Contract Sum shall be made or granted for Delay if Contractor
completes the Work before expiration of the Contract Time.
.4 No reduction in the Contract Sum shall be made nor will Contractor be required to remain
on the Project Site if the Work is completed before expiration of the Contract Time.
.5 The Construction Manager will schedule and hold weekly progress meetings and other
meetings to be required by progress of the Work as determined by the Construction
Manager. Contractor and/or Contractor's designee shall be present at each meeting.
Contractor may also be required to request attendance by representatives of Contractor’s
suppliers, manufacturers and Subcontractors.
8.2.2 Except by agreement or instruction of City in writing, Contractor shall not commence
operations on the Site or elsewhere prior to the effective date of insurance required by Article 11 to be
furnished by Contractor. Contractor’s obligations to commence the Work and to complete the Work within
the Contract Time shall not be changed by the effective date of such insurance.
8.2.3 Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial
Completion within the Contract Time. If City determines and notifies Contractor that Contractor’s progress
is such that Contractor will not complete the Work within the Contract Time, Contractor shall, immediately
and at no additional cost to City, take all measures necessary, including working such overtime and
additional shifts (other than City’s normal working hours of 8:00 AM to 6:00 PM, Monday through Friday
and 9:00 AM to 6:00 PM on Saturday), to ensure that the Work is Substantially Completed within the
Contract Time. Upon receipt of such notice from City, Contractor shall immediately respond in writing
setting forth a detailed plan for accelerating the Work in a manner acceptable to City. Contractor shall not
be entitled to any reimbursement or payment of costs, expenses or damages incurred as a result of an
acceleration of the Work. City may also take all necessary measures to prevent the need for subsequent
accelerations of the Work. Contractor shall reimburse City, or City may withhold from payment due to
Contractor, sums expended by City to perform such measures.
8.2.4. During unfavorable weather, wet ground or other unsuitable construction conditions,
Contractor shall confine the operations to Work that will not be affected adversely by such conditions. No
portion of the Work shall be constructed under conditions which would affect adversely the quality thereof
or be detrimental to the quality of water discharges, unless special means or precautions are taken by
Contractor to perform the Work in a proper and satisfactory manner.
8.3 CONSTRUCTION HOURS
Work shall be performed during the hours of 8:00 AM to 6:00 PM Monday through Friday and 9:00 AM to 6:00 PM on Saturday, unless otherwise specified in the Special Provisions or approved in writing by the City
Engineer. Construction is prohibited on Sundays and holidays defined in Section 8.4 below.
8.4 HOLIDAYS
No work may be performed on the City holidays identified:
January 1 (New Year’s Day)
Third Monday in January (Martin Luther King Day)
Third Monday in February (Washington’s Birthday)
Last Monday in May (Memorial Day)
July 4 (Independence Day)
First Monday in September (Labor Day)
Second Monday in October (Columbus Day)
November 11 (Veteran’s Day)
Fourth Thursday in November (Thanksgiving Day)
Day after Thanksgiving
December 25 (Christmas Day)
In the event that any of the aforementioned days falls on a Sunday, the following Monday shall be
considered a holiday. In the event that any of the above days falls on a Saturday, then the preceding Friday
shall be considered a holiday.
8.5 DELAY
8.5.1 Contractor may request an extension of the Contract Time for an Excusable Delay or a
Compensable Delay, subject to the following:
.1 In order to avoid double counting concurrent Delays, if an Excusable Delay and a
Compensable Delay occur concurrently, the maximum extension of the Contract Time
shall be the number of days from the commencement of the first Delay to the cessation
of the Delay which ends last.
.2 If an Unexcused Delay occurs concurrently with either an Excusable Delay or a
Compensable Delay, the maximum extension of the Contract Time shall be the number
of Days, if any, by which the Excusable Delay or the Compensable Delay exceeds the
Unexcused Delay.
.3 If an Unexcused Delay occurs concurrently with both an Excusable Delay and a
Compensable Delay, the maximum extension of the Contract Time shall be the number
of Days, if any, by which the number of Days of Excusable Delay, as determined
pursuant these General Conditions, exceeds the number of Days of the Unexcused Delay.
8.5.2 As a condition precedent to Contractor's right to an extension of Time adjusting the
Contract Time and the Contract Sum for Compensable Delay, Contractor must provide written notice to City
within ten (10) Days of the date that Contractor learned of the Delay or should have learned of the Delay in
exercise of diligence and reasonable care, setting forth:
(i) A description of the Delay;
(ii) A statement that the Delay is critical to completion; and
(iii) The probable effect of the Delay in terms of the number of Days' extension Contractor
believes are required to the Contract Time.
The written notice required by this Paragraph is necessary for City to adequately monitor the progress of
the Work, to differentiate between critical and non-critical Delays, and to prioritize its actions in a manner
that is appropriately targeted to mitigate the effect of Delays. Accordingly, Contractor’s failure to provide
written notice in the manner required by this Paragraph 8.5.2 shall constitute Contractor’s waiver of the
right to an adjustment of the Contract Sum and Contract Time on account thereby, regardless of whether
the circumstances of the Delay may have been known or suspected by City or the Construction Manager
and that no other form of notice (including, without limitation, meeting minutes, log entries or schedule
updates) shall suffice as constituting notice to City in accordance with this Paragraph 8.5.2.
8.5.3 Adequate supporting data for a request for extension of time shall include both of the
following:
(i) All relevant scheduling data including a Fragnet, and
(ii) A detailed, event-by-event description of the impact of each event on completion of
Work. Documentary support for any related increase in the Contract Sum must include
both of the following:
(a) A detailed cost breakdown, and
(b) Supporting cost data in such form and including such information and other
supporting data as required for submission of Change Order Requests.
8.5.4 City may order Changes, whether or not resulting in Extra Work and regardless of the
extent and number of Changes, or may suspend the Work.
8.5.5 The determination of whether a Delay is an Excusable Delay, Compensable Delay or
Unexcused Delay shall not be affected by the fact that any earlier Delay occurred, regardless of fault or
causation.
8.5.6 All time limits stated in the Contract Documents are of the essence.
8.5.7 Excusable Delay means any Delay to the path of activities that is critical to Substantial
Completion of the Work within the Contract Time caused by conditions beyond the control or
foreseeability, and without the fault or negligence of Contractor or its Subcontractors, such as, but
not limited to: war, embargoes, fire, unavoidable casualties, unusual delays in transportation,
national emergency, and stormy and inclement weather conditions that are unusual and
unseasonable and in which the Work cannot continue. Without limitation to the foregoing, the
financial inability of Contractor or any Subcontractor, shall not be deemed conditions beyond
Contractor's control or foreseeability. Contractor may claim an Excusable Delay only if all Work on
a critically scheduled activity is stopped for more than six (6) hours of a normal eight (8) hour work
day, or if three to six hours are lost in one work day, then it may be claimed for one-half day.
8.5.7.1 Excusable Delay does not include Delay caused by weather conditions which
are normal for the location of the Project, as determined by weather records for the
preceding five (5) year period.
8.5.7.2 Excusable Delay does not include Delay caused by Contractor’s failure to order
equipment and materials sufficiently in advance of the time needed for the Work.
8.5.7.3 Excusable Delay does not include Delay caused by Contractor’s failure to
provide adequate notification to utility companies for connections or services necessary
for the timely performance and completion of the Work.
8.5.7.4 Excusable Delay does not include Delay caused by foreseeable conditions
Contractor could have ascertained from reasonably diligent inspection of the Site and/or
review of the Contract Documents.
8.5.8 Compensable Delay means any Excusable Delay to the path of activities that is critical to
Contractor’s Substantial Completion of the Work within the Contract Time, which Delay is all of the
following:
(i) Solely due to acts or omissions within the City’s control, including but not limited to
Changes requested by City that involve Extra Work;
(ii) Not due, in whole or in part, to the fault or negligence or breach of Contractor or any
Subcontractor; and
(iii) Not concurrent with another Excusable Delay or any Unexcused Delay.
8.5.9 Compensation for delay shall be limited to actual, direct, reasonable, and substantiated
Project costs, and shall not include home office overhead, or markup for overhead and profit.
ARTICLE 9 – PAYMENTS AND COMPLETION
9.1 SCHEDULE OF VALUES
Within thirty (30) Days after signing the Contract, but in any event not later than fourteen (14) Days
following receipt of the Notice to Proceed, Contractor shall submit to City through the Construction Manager a
Schedule of Values reflecting cost breakdown of the Contract Sum in a form approved by the Construction Manager.
The Schedule of Values shall itemize as separate line items the cost of each scheduled Work activity and all other
costs, including warranties, Record Documents, insurance, bonds, overhead and profit, the total of which shall equal
the Contract Sum and shall be made out in a form approved by the Construction Manager. The Schedule of Values,
when approved by City, shall become the basis for determining the cost of Work requested on Contractor's
Applications For Payment. Contractor shall submit a statement based upon this breakdown, and if required, itemized
in such form and supported by such evidence as the Construction Manager may direct, showing Contractor's right
to the payment claimed.
9.2 PROGRESS PAYMENT
9.2.1 City shall retain five percent (5%) of the undisputed amount due on each progress payment, or the percentage stated in the Notice Inviting Bids, whichever is greater, as retention to ensure
full and complete performance of the Work. Subject to City’s right of withholding under Paragraph 9.4.2 of
these General Conditions, City agrees to pay to Contractor within thirty (30) Days of receipt of a properly
submitted Application for Payment an amount equal to ninety-five percent (95%), or a lesser amount if
corresponding to a higher retention percentage, if applicable, of the sum of the following, excepting
therefrom any amounts which are disputed by City:
(i) Construction Manager’s determination of the value, expressed as a percentage of the
Contract Sum, of the Work in permanent place that has been tested and accepted as of
the end of the preceding month.
(ii) Construction Manager’s determination of the value of materials suitably stored but not
yet incorporated into the Work, subject to Paragraph 9.3.6 of these General Conditions.
(iii) Less amounts previously paid.
9.2.2 At any Time after fifty percent (50%) of the Work has been determined by Construction
Manager to be completed, City may in its sole discretion, make any of the remaining progress payments in
accordance with the calculation in Paragraph 9.2.1 of these General Conditions based on one hundred percent
(100%) of City’s determination of the value of the Work in place and of stored materials not yet incorporated into
the Work.
9.2.3 Progress payments shall not be construed as City's Acceptance of any or all of the Work
and shall not be a waiver of any or all rights City has under the Contract Documents.
9.3 APPLICATION FOR PAYMENT
9.3.1 At the end of each month, Contractor shall submit to City an itemized Application for
Payment, requesting payment for Work as of the end of that month that is calculated in accordance with
the formula for payment set forth in Paragraph 9.2.1 of these General Conditions. The Application for
Payment shall be prepared:
(i) Utilizing the format as designated by City or the Construction Manager.
(ii) Itemized in accordance with the Approved Schedule of Values.
(iii) Showing the results of a successful system test (for example a pressure test for gas
project) of the system installed or completed in the pay period covering the Application
for Payment.
(iv) Including such data substantiating Contractor's right to payment as City may reasonably
require, such as invoices, payrolls, daily time and material records, and, if
securities are deposited in lieu of retention pursuant to Section 9.5, a certification of the
market value of all such securities as of a date not earlier than five (5) Days prior to the
date of the Application for Payment.
(v) Showing itemized amounts for Change Orders, Modifications and retention.
9.3.2 Applications for Payment shall not include requests for payment on account of increases
to the Contract Sum which have not been authorized by Change Orders or amounts Contractor does not
intend to pay a Subcontractor because of a dispute or other reason.
9.3.3 If required by City, an Application for Payment shall be accompanied by all of the
following:
(i) A summary showing payments that Contractor will make to Subcontractors covered by
such application.
(ii) Conditional waivers and releases of claims and stop notices from Contractor and each
Subcontractor and Sub-subcontractor, of every Tier, listed in the current Application for
Payment covering sums requested in the current Application for Payment.
(iii) Unconditional waivers and releases of claims and stop notices, from Contractor and each
Subcontractor and Sub-subcontractor, of every Tier, listed in the preceding Application
for Payment covering sums disbursed pursuant to that preceding Application for
Payment.
9.3.4 Contractor warrants that, upon submittal of an Application for Payment, all Work for
which Certificates for Payment have been previously issued and payment has been received from City, shall
be free and clear of all claims, stop notices, security interests and encumbrances in favor of Contractor or
Subcontractors or other persons or firms entitled to make claims by reason of having provided labor,
materials or equipment relating to the Work.
9.3.6 At the sole discretion of City, the Construction Manager may approve for inclusion in
Contractor’s Application for Payment the cost of materials to be incorporated in the Work but not yet
incorporated in the Work and already delivered and suitably stored either at the Site or at some other
appropriate location acceptable to City. In such case, Contractor shall furnish evidence satisfactory to City:
(i) Of the cost of such materials.
(ii) That such materials are under the exclusive control of Contractor, or if not, that title to
the materials is in City’s name, free of any lien or encumbrance and that the materials are safely
and suitably stored in a bonded warehouse with appropriate insurance coverage satisfactory to
City to cover any Loss.
(iii) Photographs of such materials if requested by the City.
Any payment pursuant to this Paragraph shall not be construed as an inspection or acceptance of the
materials nor shall it relieve Contractor of its continuing and sole responsibility for the care and protection
of such materials nor shall it relieve Contractor from sole responsibility for any loss or damage to the
materials from any cause whatsoever nor act as a waiver of the right of City to require strict fulfillment by
Contractor with all terms of the Contract Documents.
9.3.7 City shall have the right, in its sole discretion, to make payments of monies owing to
Contractor by means of direct payment to Subcontractors of any unpaid work performed by any
Subcontractor or by joint payment to Contractor and to Subcontractors. The making of such payments shall
not be construed as the assumption of any obligation on the part of City or as creating any contractual
relationship between City and any Subcontractor and shall not relieve Contractor of any of its obligations
under the Contract Documents.
9.3.8 If the Contract Sum includes an Allowance from the Bid and the cost of performing the
Work covered by that Allowance is greater or less than the amount of that Allowance, the Contract Sum
shall be increased or decreased accordingly.
9.4 CERTIFICATE FOR PAYMENT
9.4.1 Approval of all or any part of an Application for Payment may be withheld, a Certificate
For Payment may be withheld or all or part of a previous Certificate For Payment may be nullified and that
amount withheld from a current Certificate For Payment in order to protect City against actual or
threatened loss as a result of any of the following:
(i) Defective Work not remedied or failure to pass required system tests.
(ii) Third-party claims against Contractor or City arising from the acts or omissions of
Contractor, or Subcontractors.
(iii) Stop notices.
(iv) Failure of Contractor to make timely payments due Subcontractors for material or labor.
(v) A reasonable doubt that the Work can be completed for the balance of the Contract Sum
then unpaid.
(vi) Damage to City or Separate Contractor for which Contractor is responsible.
(vii) Reasonable evidence that the Work will not be completed within the Contract Time.
(viii) Failure of Contractor to maintain and update As-Built or Record Documents.
(ix) Failure of Contractor to timely submit Construction Schedules, reports, Submittals or their
updates as required by the Contract Documents.
(x) Performance of Work by Contractor without Approved Submittals.
(xi) Liquidated or actual damages assessed in accordance with the Construction Contract.
(xii) Any other failure of Contractor to perform an obligation under the Contract Documents.
9.4.2 Subject to the withholding provisions of Paragraph 9.4.2 and when any or all of the noted
deficiencies or others have been removed, City shall pay Contractor the amount set forth in the Certificate
for Payment in accordance with its normal disbursement procedures.
9.4.3 Neither City nor the Construction Manager shall have an obligation to pay or to see to the
payment of money to a Subcontractor, except as may otherwise be required by Law.
9.4.4 Neither a Certificate for Payment nor any payment (progress or final) shall be construed
as a waiver of any rights arising from Defective Work.
9.4.5 City may, at any time, require that payment of any undisputed amount is contingent upon
Contractor furnishing City with a release of all claims against City which are related to those undisputed
payments. Any disputed amount may be expressly excluded from such release.
9.4.6 The City may require a tri-party agreement among the City, the Contractor, and the
Contractor's surety as a condition to making full progress payments if the Work is behind schedule, in order
to avoid exoneration of the surety bond or impairment of the surety's security.
9.5 DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RETENTION INTO ESCROW
9.5.1 At the request and expense of Contractor, a substitution of securities may be made as
found in Government Code Section 16430 and as authorized by the Public Contract Code Section 22300 in
lieu of monies retained by City under Section 9.2 of these General Conditions to ensure performance under
the Contract Documents. Securities equivalent in value to the retention amount required by the Contract
Documents for each Certificate For Payment shall be deposited by Contractor with a state or federally
chartered bank in the State of California ("Escrow Agent"), which shall hold such securities pursuant to the
escrow agreement referred to in Paragraph 9.5.3 until Final Payment is due in accordance with Section 9.8.
Securities shall be valued as often as conditions of the securities market warrant, but in no case less than
once per month. Contractor shall deposit additional securities so that the current market value of the total
of all deposited securities shall be at least equal to the total required amount of retention.
9.5.2 Alternatively to Paragraph 9.5.1 of these General Conditions, and at the request and
expense of Contractor, City shall deposit retention directly with the Escrow Agent. Contractor may direct
the investment of such deposited retention into interest bearing accounts or securities, and such deposits
or securities shall be held by the Escrow Agent upon the same terms provided for securities deposited by
Contractor.
9.5.3 A prerequisite to the substitution of securities in lieu of retention or the deposit of
retention into escrow shall be the execution by Contractor, City, and the Escrow Agent of an Escrow
Contract for Deposit of Securities in Lieu of Retention and Deposit of Retention forms provided by City. The
terms of such escrow agreement are incorporated into the requirements of this Section 9.5.
9.5.4 Release of funds or securities from escrow to Contractor shall be made upon receipt by
Escrow Agent of written notification by City that the Contractor has complied with all requirements and
procedures applicable to the Contract.
9.5.5 City has the right to draw upon the securities in the event of default by Contractor, as
determined by City pursuant to the provisions of these Contract Documents. Within seven (7) days
following receipt of the City’s written notice of such default, Escrow Agent must immediately convert the
securities to cash and distribute the cash as instructed by City.
9.6 BENEFICIAL OCCUPANCY
9.6.1 City reserves the right, at its option and convenience, to occupy or otherwise make use
of all or any part of the Work, at any time prior to issuing the Certificate of Substantial Completion, upon
seven (7) Days notice to Contractor. Such occupancy or use is herein referred to as "Beneficial Occupancy."
Beneficial Occupancy shall be subject to the following conditions:
.1 City, Design Consultant and Construction Manager will make an inspection of the
portion of the Work to be beneficially occupied and prepare a list of items to be
completed or corrected prior to issuing the Certificate of Substantial Completion.
.2 Beneficial Occupancy by City shall not be construed by Contractor as Acceptance by City of that portion of the Work which is to be occupied. City may, however, at its sole
option, relieve Contractor of Contract requirements to protect Work being beneficially
occupied by City where such relief is specifically designated by City in writing.
.3 Beneficial Occupancy by City shall not constitute a waiver of City’s right to assess
liquidated damages as otherwise provided in these Contract Documents.
.4 Contractor shall provide, in the areas beneficially occupied and on a continual basis (if
required), utility services, heating, and cooling for systems which are in operable
condition at the time of Beneficial Occupancy. All responsibility for the operation and
maintenance of equipment shall remain with Contractor while the equipment is so
operated. Contractor shall submit to City an itemized list of each piece of equipment so
operated with the date operation commences.
.5 The Guarantee to Repair Periods, as defined in Section 12.2 of these General
Conditions, will commence upon the first dates of actual occupancy or use of portions of
the Work to which the City has taken Beneficial Occupancy and to equipment or
systems fully utilized.
.6 City shall pay all normal operating and maintenance costs resulting from its use of
equipment in areas beneficially occupied.
.7 City shall pay all utility costs which arise out of the Beneficial Occupancy.
.8 Contractor shall not be responsible for providing security in areas beneficially occupied.
.9 City shall use its best efforts to prevent its Beneficial Occupancy from interfering with
the conduct of Contractor's remaining Work.
.10 Contractor shall not be required to repair damage caused by City in its Beneficial
Occupancy.
.11 Except as provided in this Section 9.6 of these General Conditions, there shall be no
added cost to City due to Beneficial Occupancy.
.12 Contractor shall continue to maintain all insurance required by the Contract in full force
and effect.
9.7 SUBSTANTIAL COMPLETION
9.7.1 When Contractor gives notice to City that the Work, or portion thereof designated by City
for separate delivery, is Substantially Complete, unless City determines that the Work or designated portion
thereof is not sufficiently complete to warrant an inspection to determine Substantial Completion, Design
Professional or Construction Manager will inspect the Work, or such designated portion thereof, and
prepare and give to Contractor a comprehensive list of items, if any, to be completed or corrected before
establishing Substantial Completion. Contractor shall promptly proceed to complete and correct items on
the list. Failure to include an item on such list does not alter the responsibility of Contractor to complete
all Work in accordance with the Contract Documents. City will then make a further inspection to determine
whether the Work or such designated portion thereof is Substantially Complete. If City's inspection
discloses any item, whether or not included on the list, which must be completed or corrected before
Substantial Completion, Contractor shall, before City’s issuance of the Certificate of Substantial Completion,
complete or correct such item. Contractor shall then submit a request for another inspection by City to
determine Substantial Completion.
9.7.2 When City determines that the Work or such designated portion thereof is Substantially
Complete, City will prepare a Certificate of Substantial Completion on City's form, which when signed by
City shall establish the date of Substantial Completion and the responsibilities of City and Contractor for
security, maintenance, heat, utilities, insurance, completion of minor items and correction or repair of the
Work or such designated portion thereof. Unless otherwise provided in the Certificate of Substantial
Completion, the Guarantee To Repair Period for the Work (which is defined in Article 12, Section 12.2.1),
or such designated portion thereof covered by the Certificate of Substantial Completion, excluding any
systems provided by Separate Contractors which are not yet fully operational or accepted by City, shall
commence on the date of Substantial Completion of the Work or such designated portion thereof. The
Guarantee To Repair Period for systems which become fully operational or Accepted subsequent to
Substantial Completion will begin on the later of the date they are operational or Acceptance of the Project
by City.
9.8 FINAL COMPLETION AND FINAL PAYMENT
9.8.1 Upon receipt of notice from Contractor that the Work is ready for final inspection, City
will make such inspection. City will file a notice of completion with the County Clerk within ten (10) Days
after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the City may release the
final retention provided the requirements in this paragraph are met.
9.8.2 Without limitation to any other provisions of the Contract Documents, before Final
Payment (including release of undisputed retention) for Work under this Construction Contract is
authorized, the Contractor shall have completed the Work in accordance with the Contract Documents and
all applicable standards of care and the following requirements of the Contract Documents must be fulfilled
by Contractor:
(i) The submittal of an application for Final Payment, together with supporting
documentation, as required by Section 9.3 of these General Conditions.
(ii) Completion and delivery by Contractor to City of all required written guarantees,
warranties, operation and maintenance manuals, As-Built Documents and other Record
Documents, drawings, schedules, certificates and such other documents as required by
the Contract Documents. All approvals and acceptances shall have been made pursuant
to Applicable Code Requirements.
(iii) Delivery by Contractor to City of an affidavit, signed under penalty of perjury, stating that
all workers and persons employed, all firms supplying the materials, and all
Subcontractors have been paid in full; and that there are no bills outstanding against the
Work for either labor or materials, except certain items, to be set forth in such affidavit
covering disputed claims or items in connection with which notices to withhold have been
filed under the provisions of the statutes of the State of California.
(iv) Completion of all construction Work, including corrective and punch list items, in a manner
acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment
have been removed from the Site.
(v) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts.
(vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed
and prior to Final Payment, the City may, at its election, withhold the amount specified in
the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358
from the Final Payment or require the Contractor to supply a stop notice release bond in
the amount of 125% of the stop notice amount from a Surety acceptable to the City.
9.8.3 For purposes of determining the last day for submission of a Claim pursuant to Article 4,
the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as
part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by
transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by
Contractor shall constitute a complete waiver of all Claims, except those previously made in writing and
identified by Contractor as unsettled at the time of the Application for Final Payment.
9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the
conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter
furnish evidence of such payment to City.
ARTICLE 10 – PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 Contractor shall be solely and completely responsible for initiating, maintaining and
supervising all safety precautions and programs on the Site in connection with the performance of the
Construction Contract, including safety of all persons for the duration of the Work, on a 24-hour day, 7-day
week basis.
10.1.2 Prior to the start of construction, Contractor shall submit to Construction Manager a copy
of Contractor's safety program for the Project. A copy of this program shall be maintained on Site at all
times. The safety program shall include, at a minimum:
(i) Management policy, illness and injury prevention program (as described below).
(ii) Safety meetings.
(iii) Accident investigation.
(iv) Basic accident causes.
(v) Safety inspection check list.
(vi) Fire prevention and control.
(vii) Report forms.
(viii) Employee safety manual.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 The Contractor shall be solely and completely responsible for job site conditions and safety during the life of the contract. This obligation shall include the safety of all persons within or affected by the line of construction and all private property affected by the work 10.2.2 At its sole expense, Contractor shall furnish, erect and maintain such temporary fences, barricades, signs, lights, ramps, and temporary construction of whatever nature as may be necessary to provide access to abutting properties and to warn the public of the work in progress and of any dangerous conditions as may exist due to the work in progress. The Contractor's responsibility shall be continuous and not be limited to working hours or days, and shall not cease until formal acceptance of the work by the City except that if the City should make partial acceptance of the work, the Contractor's responsibility for the portion of the work so accepted shall thereupon cease, except for latent errors in the work or faulty construction. 10.2.3 The duty of the Construction Manager, its agents, or employees, to conduct construction review of the Contractor's performance and operations is not intended to, and does not include review of or responsibility for the adequacy of the Contractor's safety measures and procedures in, on, or adjacent to the site of the Work.
10.2.4 Contractor shall protect persons and property on the Site at all times. Contractor shall have
available at the Site copies or suitable extracts of "Construction Safety Orders" and "General Industrial
Safety Orders" issued by the California Division of Industrial Safety. Contractor shall comply with provisions
of these and all other applicable laws, ordinances, and regulations.
10.2.5 Contractor shall immediately respond to notice from City of unsafe conditions, shall take
adequate precautions for safety of persons on the Site, and shall provide adequate protection to prevent
injury or Loss to the following:
(i) Employees involved in the Work and other persons who may be affected thereby.
(ii) The Work in place and materials and equipment to be incorporated therein, whether in
storage on or off the Site, under care, custody, or control of Contractor or Subcontractors.
(iii) Other property at the Site and adjoining property(ies).
10.2.6 Contractor shall promptly remedy damage and Loss (other than damage or Loss insured
under property insurance required by the Contract Documents) to property caused in whole or in part by
Contractor or its Subcontractors or anyone for whose acts they may be liable and for which Contractor is
responsible.
10.2.7 Contractor shall erect and maintain, as required by existing conditions and performance
of the Work, adequate safeguards for safety and protection of persons and property, including providing
adequate lighting and ventilation, posting danger signs and other warnings against hazards, promulgating
safety regulations and notifying owners and users of adjacent sites and utilities.
10.2.8 When use or storage of hazardous materials, equipment, or unusual methods are necessary for execution of the Work, Contractor shall exercise the utmost care and carry on such activities
only under the supervision of properly qualified personnel.
10.2.9 Contractor shall be required to provide at the Site a member of Contractor's organization,
typically the Superintendent, whose responsibility it shall be to provide instruction to persons present on
the Site about prevention of accidents and overall jobsite safety. Contractor shall notify City in writing if
Contractor replaces the person responsible for safety.
10.2.10 Contractor shall be responsible for locating, providing, and coordinating the storage and
staging of materials and equipment on-Site and off-Site and shall not load/store or permit any part of the
Work on the Site to be loaded/stored so as to endanger the safety of persons or property.
10.2.11 Contractor shall protect its materials and the Work from damage in a manner satisfactory
to City and shall make good, without charge to City, all damage due to negligence in providing proper
protection.
10.2.12 Contractor shall take necessary precautions to guard against and eliminate possible fire
hazards and to prevent damage to the Work, building materials, equipment, temporary field offices, storage
sheds and public and private property.
10.2.13 Contractor shall not permit the possession or use of alcohol or controlled substances on
the Site.
10.2.14 Explosives may be used only when authorized in writing by City. Explosives shall be
handled, used and stored in accordance with applicable regulations.
10.3 EMERGENCIES
In an emergency affecting the safety of persons or property, Contractor shall immediately act to prevent or
minimize damage, injury or loss. Contractor shall immediately notify the Construction Manager and City,
which notice may be oral, followed within twenty-four (24) hours after occurrence of the incident by written
confirmation, of the occurrence of such an emergency and Contractor's action.
10.4 TRENCH SAFETY
In accordance with the California Labor Code, where the work will involve trenches five feet or more in
depth and the estimated or bid cost of excavation is in excess of $25,000, the Contractor shall submit to
and receive from the City of Palo Alto, or its designee, the acceptance of a detailed plan showing design of
shoring, bracing, sloping, or other provisions to be made for worker protection from the hazards of caving
ground. Such plan shall be submitted at least five (5) days before the Contractor intends to begin work on
the trenches.
If such plan varies from the shoring system standards established by the Construction Safety Orders of the
State of California Division of Industrial Safety, the plan shall be prepared by a registered civil or structural
engineer.
The Contractor shall not use shoring, sloping, or protective systems less effective than that required by the
Construction Safety Orders of the Division of Industrial Safety.
The City shall not be responsible or liable for the safety of such trenching or trenching plans.
Whenever the work called for on these plans or contract documents involves the construction of a pipeline,
sewer, sewage disposal system, boring and jacking pits, or similar trenches or excavations, which are five
feet or deeper, bidder shall include as a bid item, the cost of design and construction of adequate sheeting, shoring, and bracing, or equivalent method, for the protection of life or limb, which shall conform to
applicable safety orders.
ARTICLE 11 – INSURANCE AND BONDS
11.1 CONTRACTOR'S INSURANCE
11.1.1 Contractors to the City, at their sole expense, shall for the term of the Contract obtain and
maintain insurance in the amounts for the coverage specified below, or as modified by the Special
Provisions (if applicable), afforded by companies with AM Best’s Key Rating of A-:VII, or higher, licensed
or authorized to transact insurance business in the State of California.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD
FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE COMBINED.
$5,000,000 $5,000,000
$5,000,000
$10,000,000 $10,000,000
$10,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY DAMAGE,
COMBINED
$2,000,000 $2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000 $2,000,000
$2,000,000
$2,000,000
$2,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $10,000,000
YES POLLUTION LIABILITY ALL DAMAGES $10,000,000
YES BUILDERS RISK COMPLETED PROJECT VALUE
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE
FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE
AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH
ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST
ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT
INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST
A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND
ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE
FOLLOWING URL:
https://www.planetbids.com/portal/portal.cfm?CompanyID=25569
OR
http://www.cityofpaloalto.org/gov/depts/asd/planet_bids_how_to.asp
11.1.2 Contractor shall furnish City with the certificates of insurance and with original
endorsements affecting coverage required under this Contract within ten (10) business days following
issuance of the Notice of Award. The certificates and endorsements for each insurance policy shall be
signed by a person who is authorized by that insurer to bind coverage on its behalf.
11.1.3 Subcontractors: Contractor shall include all Subcontractors and as insureds under its
policies, or shall furnish separate certificates and endorsements for each Subcontractor in compliance with
this Article. All coverages for Subcontractors shall be subject to all of the requirements stated herein.
11.1.4 At the request of City, Contractor shall submit to City copies of the policies obtained by
Contractor. In the event Contractor does not comply with these insurance requirements, City may, at its
option, provide insurance coverage to protect City; and the cost of such insurance shall be paid by
Contractor and may be deducted from the Contract Sum.
11.1.5 The requirements of this Section may only be modified in writing by the City’s Risk
Manager.
11.2 BOND REQUIREMENTS
11.2.1 Within ten (10) Days after the issuance of the Notice of Award and prior to commencing
Work on the Project, Contractor shall file with City good and sufficient Labor and Material Payment and
Performance Bonds each in the amount of 100% of the Contract Sum. The bonds shall be in substantially
the same form as contained in this IFB Packet or such other form as required by City and shall be signed by
both Contractor and Surety and properly notarized. Should any bond required hereunder or any surety on
such bond become or be determined by City to be insufficient, it shall be replaced within ten (10) Days by
a bond that fully complies with the requirements of this Section 11.2. No further payments to Contractor
for Work performed shall be made or due until Contractor has fully complied with the requirements of this
Section 11.2.
11.2.2 The Payment Bond shall remain in effect at least until the time for filing a claim on a stop
notice has expired pursuant to the California Civil Code. The Performance Bond provided by Contractor
shall remain in effect for the duration of the period of all warranties required by the Contract Documents
and shall assure faithful performance of all Contractor’s obligations under the Contract Documents,
including, without limitation, all obligations that survive Final Completion or termination, such as, but not
limited to Contractor’s warranty and indemnity obligations.
11.2.3 Contractor shall promptly furnish such additional security as may be required by City to
protect its interests and those interests of persons or firms supplying labor or materials to the Work.
11.2.4 Surety companies used by Contractor shall be, on the date the Contract is signed by City
and at all times while the bonds are in effect, either California Admitted Sureties or listed in the latest
published United States Treasury Department list of Companies Holding Certificates of Authority as
Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies and either have a current
A.M. Best A VIII rating or be an admitted surety that meets the requirements of Code of Civil Procedure
Section 995.660.
11.2.5 The premiums for all Bonds are included in the Contract Sum and shall be paid by
Contractor.
11.2.6 The bonds shall name City as obligee.
11.2.7 Change Orders, Field Orders, Modifications, Changes in the Work and adjustments in the
scope of Work Contract Sum or Contract Time shall in no way release or exonerate Contractor or its sureties
from their obligations and notice thereof shall be waived by such sureties.
11.2.8 City and the Construction Manager shall have the right to communicate with Contractor’s
sureties with respect to matters that are related to Contractor’s performance of its obligations under the
Contract Documents. Contractor shall be provided with a copy of all such written communications. Such
communications shall not create or be interpreted as creating any contractual relationship between City or
the Construction Manager and any such surety.
11.2.9 In the event of a significant (15% or more) increase in Contract Sum, replacement bonds
totaling the new Contract Sum may be required by City.
ARTICLE 12 – DEFECTIVE WORK
12.1 UNCOVERING OF WORK
12.1.1 If a portion of the Work is covered contrary to Construction Manager’s request or
direction, or contrary to the requirements of the Contract Documents, it must, if required in writing by City,
be uncovered for City's observation and be replaced at Contractor's expense without adjustment of the
Contract Time or the Contract Sum.
12.1.2 If a portion of the Work has been covered, which is not required by the Contract
Documents to be observed or inspected prior to its being covered and which City has not specifically
requested to observe prior to its being covered, City may request to see such Work and it shall be uncovered
and replaced by Contractor. If such Work is in accordance with the Contract Documents, the costs of
uncovering and replacing the Work shall be added to the Contract Sum by Change Order; and if the
uncovering and replacing of the Work extends the Contract Time, an appropriate adjustment of the
Contract Time shall be made by Change Order. If such Work is not in accordance with the Contract
Documents, Contractor shall pay such costs and shall not be entitled to an adjustment of the Contract Time
or the Contract Sum.
12.2 CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD
12.2.1 In addition to any specific warranty mentioned in these Contract Documents, the
Contractor shall guarantee that all material, apparatus, equipment, and workmanship used, installed, or
incorporated in the work is free from defects, and agrees to replace at no expense to the City any and all
defective Work or materials which become evident within one (1) year (“Guarantee To Repair Period”),
unless a longer period of time is specified in the Special Provisions and Technical Specifications,
commencing as follows:
(i) For any Work not described as incomplete in the Certificate of Substantial Completion,
on the date of Substantial Completion.
(ii) For space beneficially occupied or for separate systems fully utilized prior to Substantial
Completion pursuant to Section 9.6, from the first date of such Beneficial Occupancy or
actual use, as established an appropriate written authorization for Beneficial Occupancy.
(iii) For all Work other than (I) or (ii) above, from the date of filing of notice of completion
pursuant to Section 9.8 above.
12.2.2 Contractor shall (i) correct Defective Work that becomes apparent during the progress of
the Work or during the Guarantee To Repair Period and (ii) replace, repair, or restore to City's satisfaction
any other parts of the Work and any other real or personal property which is damaged or destroyed as a
result of Defective Work or the correction of Defective Work, without any expense whatsoever to City. City
will give notice of observed Defective Work with reasonable promptness, and Contractor shall promptly
commence such correction, replacement, repair or restoration upon notice from City, but in no case later
than seven (7) Days after receipt of such notice. Contractor shall diligently and continuously prosecute such
correction to completion. Contractor shall bear all costs of such correction, replacement, repair, or
restoration and all Losses resulting from such Defective Work, including additional testing, inspection and
compensation for City's or City's services and expenses. Contractor shall perform corrective Work at such
times that are acceptable to City and in such a manner as to avoid, to the extent practicable, disruption to
City's activities. Ordinary wear and tear, unusual abuse or neglect are excepted from this guarantee.
Contractor shall notify City upon completion of repairs.
12.2.3 If immediate correction of Defective Work is required for life safety or the protection of
property or, if in the opinion of City, Defective Work creates a dangerous condition or requires immediate corrections or attention to prevent further Loss to City or to prevent interruption of operations of City, City
will attempt to give immediate notice to Contractor. If Contractor cannot be contacted or does not comply
with City's request for correction within a reasonable time as determined by City, City or Separate
Contractors under City's direction, may, notwithstanding the provisions of this Article, proceed to make
such corrections or provide such attention; and the costs of such correction or attention shall be charged
against Contractor. Such action by City will not relieve Contractor of the guarantees provided in this Article
or elsewhere in the Construction Contract. Contractor shall replace, repair or restore to City's satisfaction
any other parts of the Work and any other real or personal property, which is damaged or destroyed as a
result of such Defective Work or the correction of such Defective Work.
12.2.4 Contractor shall promptly remove from the Site those portions of the Work and materials
which are not in accordance with the Contract Documents and which are neither corrected by Contractor
nor accepted by City.
12.2.5 If Contractor fails to commence correction of Defective Work within seven (7) Days as
required in Section 12.2.3 after notice from City or fails to diligently prosecute such correction to
completion, City may correct the Defective Work in accordance with Section 2.4; and, in addition, City may
remove the Defective Work and store salvageable materials and equipment at Contractor's expense.
-
12.2.6 If Contractor fails to pay the costs of such removal and storage as required by Paragraphs
12.2.4 and 12.2.5 within seven (7) Days after written demand, City may, without prejudice to other
remedies, sell such materials at auction or at private sale or otherwise dispose of such material. Contractor
shall be entitled to the proceeds of such sale, if any, in excess of the costs and damages for which Contractor
is liable to City, including compensation for City's services and expenses. If such proceeds of sale do not
cover costs and damages for which Contractor is liable to City, the Contract Sum shall be reduced by such
deficiency. If there are no remaining payments due Contractor or the remaining payments are insufficient
to cover such deficiency, Contractor shall promptly pay the difference to City.
12.2.7 Contractor's obligations under this Article are in addition to and not in limitation of its
warranty under Section 3.5 or any other obligation of Contractor under the Contract Documents.
Enforcement of Contractor's express warranties and guarantees to repair contained in the Contract
Documents shall be in addition to and not in limitation of any other rights or remedies City may have under
the Contract Documents or at law or in equity for Defective Work. Nothing contained in this Article shall
be construed to establish a period of limitation with respect to other obligations of Contractor under the
Contract Documents, which may be longer specified periods. Establishment of the Guarantee To Repair
Period relates only to the specific obligation of Contractor to correct the Work and in no way limits either
Contractor's liability for Defective Work or the time within which proceedings may be commenced to
enforce Contractor's obligations under the Contract Documents.
12.3 ACCEPTANCE OF DEFECTIVE WORK
Notwithstanding the provisions of Section 12.2 of these General Conditions, City shall have the option, at
its sole discretion and by notice to Contractor, to accept Defective Work instead of requiring its removal or
correction, in which case the Contract Sum shall be reduced by an amount equal to the difference between
the value to City the Work would have had were it complete, correct and in conformity with the Contract
Documents and the value to City of such Defective Work. Such option shall be exercised solely by notice to Contractor and shall not be implied from any act or omission by City or Construction Manager. If there are
no remaining payments of the Contract Sum to be made to Contractor, or if the remaining payments and
retention are insufficient to cover the amount of the reduction of the Contract Sum, Contractor shall
promptly pay to City the amount of any such deficiency.
ARTICLE 13 – STATUTORY REQUIREMENT
13.1 STATE LABOR LAW
Contractor, its agents, and employees shall be bound by and comply with all applicable provisions of the
Labor Code and such federal, state and local laws which affect the conduct of the Work. If prevailing wages
are required for this Project, copies of the prevailing rate of per diem wages may be obtained at the
Department of Industrial Relations. Website: http://www.dir.ca.gov/
13.2 WORK DAY
Contractor shall not permit any worker to labor more than eight (8) hours during any one (1) Day or more
than forty (40) hours during any one (1) calendar week, unless overtime is paid pursuant to Labor Code
Section 1861 or except as otherwise permitted by law. Contractor shall forfeit to City, as a penalty, twenty-
five dollars ($25.00) for each worker employed in the execution of this Construction Contract by Contractor,
or any Subcontractor, for each Day during which such worker is required or permitted to Work more than
eight (8) hours in any one (1) Day and forty (40) hours in any one (1) calendar week in violation of the terms
of this Paragraph or in violation of the provisions of any law of the State of California. Such forfeiture
amounts may be deducted from the Contract Sum. Contractor and each Subcontractor shall keep, or cause
to be kept, an accurate record showing the actual hours worked each Day and each calendar week by each
worker employed on the Project, which record shall be kept open at all reasonable hours to the inspection
of City, its officers and agents, and to the inspection of the appropriate enforcement agency or
representative and the State of California.
ARTICLE 14- SB 854 COMPLIANCE
14.1 LABOR PROVISIONS
“As required by California Labor Code section 1771.4(a)(2, the City provides notice to all contractors
and listed subcontractors that the Invitation for Bids (IFB) and the Construction Contract documents
shall specify that the construction work project, which is the subject of the IFB and the Construction
Contract, require the contractor to post all job site notices prescribed by law or regulation and the
contractor also is subject to SB 854-compliance monitoring and enforcement by the Department of
Industrial Relations (DIR).”
FIELD ORDER
CITY OF PALO ALTO
DEPARTMENT OF PUBLIC WORKS
_____________________________ Project
This Field Order, issued pursuant to Article 7 of the Contract General Conditions directs and authorizes
Contractor to proceed with the Work described below. Upon receipt of this Field Order, Contractor shall,
within a reasonable time, proceed with the Work described in the Field Order. Unless otherwise stated below, this Field Order
shall not be construed as an acknowledgment by City that the Work described constitutes a Change or Extra Work. If Contractor
disputes the proposed basis or amount of adjustment to the Contract Sum or Contract Time, it may request to change the
disputed portions of this Field Order by submitting a Change Order Request within ten (10) Days following issuance of this Field
Order. Failure by Contractor to submit a timely Change Order Request seeking modification of the terms of this Field Order shall
be deemed full acceptance of and agreement to all of the terms herein, and a release and waiver of any right to subsequently
dispute any or all of the terms of this Field Order.
Project Number: Field Order Number: XXX
Contract Number: Issuance Date: __/__/____
Contractor's Name: Prepared by:
Description of Work:
Title: __________ Ref:
1.
City has determined that the above Work: ___ is Extra Work
___ is not Extra Work
City has determined that Contractor is: __not entitled to an extension of time __ entitled to an extension of ___ days
Basis of Extra Work Cost: Unit Cost* Lump Sum: $_______________
Time and Materials*
Other* *The Contract Sum will be [increased][decreased] by an amount not to exceed: $____________________________
1. Consultant shall sign prior to Contractor and return to City. Indicate
N/A if not applicable.
Consultant Approval:
Title: Senior Project Manager
Date:
2. Contractor shall sign and return to City for City approval signatures. Contractor Approval:
Title: Project Manager
3. Signature required on all Field Orders.
City Approval:________________________ Title: Project Manager
Date: ________________________________ Date:________________________________
4. Division Head signature required for Field Orders exceeding
$15,000.
City Approval: Title: Assistant Director of Public Works
5. Department Head signature required for Field Orders exceeding
$25,000.
City Approval Title: Director of Public Works
Date:________________________________ Date:_______________________________
Distribution: [] Contractor [] Division Head [] File
[] Consultant [] Project Manager [] Inspector
CITY OF
==--PA LO--=-~~~~~~~~~~~~~~~--------------------~
ALTO
CHANGE ORDER REQUEST
CITY OF PALO ALTO
DEPARTMENT OF PUBLIC WORKS
Contract Change Order Request
Project Title: Project No.:
Contract Number: Date:
Contractor: Change Order Request No.:
Description of Change Order Request (Attach additional sheets as needed)
Reason for Change Order Request:
Description of Work to be Performed:
Requested Change to Contract Sum:
No cost change: N/A
Increase cost by $ __________
Decrease cost by $ __________
Request for Extension of Contract Time
(check one):
No Change to Contract Time
Time Extension Requested for ___
days* o ___ days Excusable
Delay o ___ days Compensable
Delay
Decrease time by _ days
* Include all information and documentation required
by Section 8.5 of the Contract General Conditions
Basis for requested change in cost:
Unit pricing
Lump sum: $_____________________________
Time and Materials not to exceed: * $_________
Compensable Delay Costs: $________________
Other:___________________________________
* Final value shall not exceed amount shown without additional written CO
authorization. Complete Time and Materials Breakdown on following page
Reference Documents:*
RFI:
ASI:
Field Order:
Specifications:
Plans:
Other: (specify):
* Provide specific number/section/sheet references as applicable
Line Time and Materials Breakdown
(Reference Section 7.2 of General Conditions for Allowable Costs and markup) Added Credit
All lines shall be filled in (zero values acceptable)
CONTRACTOR’S WORK
1. Material (attach itemized quantity and unit cost)
2. Labor (attached itemized hours and rates)
3. Equipment (attach invoices)
4. Royalties and Permits
5. Additional insurance and bond costs, not to exceed two percent (2%) of lines 1-4
6. Subtotal
7. Contractor’s markup on work performed by Contactor’s forces, not to exceed ten
percent (10%) of line 6
8. Subtotal for Contractor’s Work (sum of lines 6 and 7)
SUBCONTRACTED WORK (Provide separate breakdown for each subcontract)1
9. Material (attach itemized quantity and unit cost)
10. Labor (attach itemized hours and rates)
11. Equipment (attach invoices)
12. Royalties and Permits
13. Additional insurance and bond costs, not to exceed two percent (2%) of lines 9-12
14. Subtotal
15. Subcontractor’s markup on work performed by Subcontractor’s forces, not to exceed
ten percent (10%) of line 14
16. Subtotal
17. General Contractor’s Subcontractor Markup, not to exceed fifteen percent (15%) of line
16
18. Subtotal for Subcontracted Work (sum of lines 14 and 16)
19. TOTAL (sum of lines 8 and 18)
1 Attach additional copies of this page as required to summarize additional subcontracts.
Contract Change Order Request – continued
CONTRACTOR CERTIFICATION: By signing below, the undersigned Contractor certifies under penalty of perjury
that its statements and representations in this Change Order Request are true and correct. Contractor warrants that
this Change Order Request is comprehensive and complete with respect to the Change in the Work described
herein, and agrees that any costs, expenses, or time extension request, including, but not limited to, compensation
for delay, lost productivity, inefficiency, or disruption, which is not included with this Change Order Request, shall be
deemed waived. Contractor understands that submission of claims which have no basis in fact or which Contractor
knows to be false may violate the False Claims Act, as set forth in Government Code Sections 12650 et seq.
Submitted by Contractor:
Signature:
By:
Title:
Date:
Construction Manager Recommendation
By:
Title:
Date:
Recommendation:
City Approval – Division Head Signature required on all Change Order Requests
By:
Title: Holly Boyd
Assistant Director, Public Works Engineering
Date:
City Approval – Department Head Signature required when any individual Change Order Request exceeds $10,000.
By:
Title: Brad Eggleston
Director of Public Works
Date:
Design Consultant Recommendation
By:
Title:
Date:
Recommendation:
CONTRACT CHANGE ORDER
CITY OF PALO ALTO
DEPARTMENT: PUBLIC WORKS ENGINEERING
_____________________________ Project
Contract Change Order #
Project Title: Project No.:
Contract
Number:
Date:
Contractor: Change Order:
Description of Change Order
Background Information:
Change Order Justification:
Description of Work to be Performed:
Incorporates Field Order Number(s):
Cost Time
This Change Order will:
No cost change: N/A
Increase cost by $ 0.00
Decrease cost by $ N/A
This Change Order will:
Not change time
Increase time by days o ___ days Excusable Delay o ___ days Compensable Delay
Decrease time by days
The date of completion as of this Change Order is
G/L account number (s):
Basis for change in cost:
Unit price(s)
Lump sum
Time and Materials
Compensation for Compensable Delay
Other:
Contract Change Order – continued
CONTRACTOR CERTIFICATION: By signing below, Contractor agrees that this Change Order constitutes full resolution, settlement, accord and
satisfaction with respect to any and all pending or future Claims for cost and extensions of time that were asserted, or that could have been asserted, in connection with the Work covered by this Change Order, as more fully set forth in Article 7 of the Contract General Conditions.
FAILURE TO EXECUTE: If Contractor fails to promptly execute this Change Order after it has been submitted for Contractor’s signature, the City
may unilaterally approve this Change Order as set forth in Article 7 of the Contract General Conditions. Contractor may dispute the terms of a unilaterally-approved Change Order, in whole or in part, by submitting a Claim in accordance with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order is approved by the City. If Contractor fails to submit a Claim within that 14-day period, with respect to all or part of the unilaterally-approved Change Order, those portions of the Change Order which have not been disputed by timely
submission of a Claim shall be deemed to have the same effect as if the Change Order was fully executed by both parties as set forth above.
Accepted for Contractor: Accepted for City of Palo Alto:
By: By:
Title: Title:
Public Works Engineering - Sr. Project Manager
Date: Date:
PCO
N
o
.
ASI
FO
CO
R
CO Description Amount Reason for Change
Total for this Change Order $ 0.00
Scope of Work
Document Preparation
By:
Title:
Date:
City Approval – Division Head Signature required on all Change Orders
By :
Title : Holly Boyd
Assistant Director, Public Works Engineering
Date:
City Approval – Department Head: Signature required when any individual Change Order exceeds
$10,000.
By:
Title: Brad Eggleston
Director of Public Works
Date:
Contract Change Order – continued
Summary of Amounts Payable Under Contract (For Internal Purposes Only)
Original Contract Sum: $ 0.00
Previous Change Orders $ 0.00
This Change Order $ 0.00
Revised Contract Sum: $ 0.00
Compare to:
Original Contract Authorization: $ 0.00 Contingency: 0.00
Contract Amendment
Authorizations $ 0.00 Contingency added: 0.00
Contingency Authorizations: $ 0.00 Used to date (0.00)
Total Authorized Funding: $ 0.00 Balance remaining 0.00
Change Orders shall not be initiated for Council-approved contracts if the revised Contract Sum exceeds the total authorized funding amount.
AMENDMENT NO. 4 TO CONTRACT NO. C16163034
BETWEEN THE CITY OF PALO ALTO AND
NOVA PARTNERS, INC.
This Amendment No. 4 (this “Amendment”) to Contract No. C16163034 (the “Contract” as
defined below) is entered into as of February 1, 2021 by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and NOVA PARTNERS, INC, a California
corporation, formerly located at 855 El Camino Real, Suite 307, Palo Alto, CA 94302 and now
located at 201 Moffett Boulevard, Mountain View, CA 94043 (“CONSULTANT”). CITY and
CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties
hereto for the provision of Program Management Services for nine major projects including the
New Public Safety Building, as detailed therein.
B. The Parties acknowledge that the Contract contains two different exhibits labeled
“A-1,” that these exhibits are different in substance, and that they are distinguishable one from
the other by their titles: there is an Exhibit “A-1” entitled “PROFESSIONAL SERVICES TASK ORDER”
and there is an Exhibit “A-1” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1.
C. The Parties now wish to amend the Contract in order to add Construction
Management (CM) Services for the New Public Safety Building project to the scope of services and,
accordingly, to increase the compensation by Three Million Seventy-one Thousand Nine Hundred
Seventy-eight Dollars ($3,071,978), from Five Million Eight Hundred Eight Thousand Nine Hundred
Twenty-eight Dollars ($5,808,928) to a new total not-to-exceed amount of Eight Million Eight
Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C16163034
between CONSULTANT and CITY, dated June 13, 2016, as amended by:
Amendment No.1, dated November 27, 2017
Amendment No.2, dated February 21, 2018
Amendment No.3, dated December 10, 2018
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
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Attachment B
SECTION 2. Section 1, “SCOPE OF SERVICES,” of the Contract is hereby amended to read as
follows:
“CONSULTANT shall perform the Services described at Exhibit “A”, entitled “SCOPE OF SERVICES”,
and Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, Exhibit “A-2”, entitled
“SCOPE OF SERVICES, AMENDMENT NO. 3, ADDED” and Exhibit “A-3”, entitled “SCOPE OF
SERVICES, AMENDMENT NO. 4, ADDED”, in accordance with the terms and conditions contained in
this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.”
SECTION 3. Section 2, “TERM,” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance exhibits attached at Exhibit “B”, Exhibit
“B-1”, Exhibit “B-2”, and Exhibit “B-3” as applicable, unless terminated earlier pursuant to Section
19 of this Agreement”.
SECTION 4. Section 3, “SCHEDULE OF PERFORMANCE,” of the Contract 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”, Exhibit “B-1”, Exhibit “B-2”, and/or Exhibit “B-3,” as applicable. Each such
exhibit is hereby attached to and made a part of this Agreement by this reference as though fully
set forth herein. 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 5. Section 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services shall be based on
the compensation structure detailed in Exhibit “C,” entitled “COMPENSATION,” including any
reimbursable expenses specified therein, and the maximum total compensation shall not exceed
Eight Million Seventy-Three Thousand Five Hundred Fifty-One Dollars ($8,073,551). The hourly
schedule of rates, if applicable, is set out in Exhibit “C-1,” entitled “SCHEDULE OF RATES,” Exhibit
“C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,” or Exhibit “C-3,” entitled “SCHEDULE
OF RATES, AMENDMENT NO.4,” as applicable. Any work performed or expenses incurred for
which payment would result in a total exceeding the maximum compensation set forth in this
Section 4 shall be at no cost to the CITY.
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Optional Additional Services Provision (This provision applies only if checked and a not-
to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Eight Hundred Seven Thousand Three Hundred Fifty-
Five Dollars ($807,355) for the performance of Additional Services (as defined below). The
total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit “C,” shall not exceed Eight Million Eight
Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906), as detailed in Exhibit
“C.”
“Additional Services” means 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 at Exhibit “A,” entitled “SCOPE OF SERVICES”; Exhibit “A-1”, entitled “SCOPE OF
SERVICES, AMENDMENT NO. 1”; Exhibit “A-2”, entitled “SCOPE OF SERVICES,
AMENDMENT NO. 3, ADDED”; and Exhibit “A-3”, entitled “SCOPE OF SERVICES,
AMENDMENT NO. 4, ADDED” (collectively, also referred to in this Agreement as the “Basic
Services”). CITY may elect to, but is not required to, authorize Additional Services up to the
maximum amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall provide Additional Services only by advanced, written authorization
from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY
with a Task Order assigned and authorized by CITY’s Project Manager, as identified in
Section 13 (Project Management). Each Task Order shall be in substantially the same form
as Exhibit “A-1,” entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall
contain a specific scope of services, schedule of performance and maximum compensation
amount, in accordance with the provisions of this Agreement. Compensation for
Additional Services shall be specified by CITY in the Task Order, based on whichever is
lowest: the compensation structure set forth in Exhibit “C,” the hourly rates set forth in
Exhibit “C-1,” entitled “SCHEDULE OF RATES”, Exhibit “C-2,” entitled “SCHEDULE OF RATES,
AMENDMENT NO.3,” or Exhibit “C-3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,”
as applicable, or a negotiated lump sum provided such a sum is less costly to the CITY.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task
Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4. CONSULTANT
shall only be compensated for Additional Services performed under an authorized Task
Order and only up to the maximum amount of compensation set forth for Additional
Services in this Section 4. Performance of and payment for any Additional Services are
subject to all requirements and restrictions in this Agreement.”
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SECTION 6. Section 26, “PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS,” of the Contract is hereby amended to read as follows:
26.1. This Project is subject to prevailing wages and related requirements as a
“public works” under California Labor Code Sections 1720 et seq. and related regulations.
CONSULTANT is required to pay general prevailing wages as defined in California Labor Code
Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et
seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY 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 State of California Department of Industrial Relations (“DIR”). Copies of
these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing
wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g.
http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall
post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted
prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of
Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.),
including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776,
1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not
limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR
Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the
requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any
contract for public works construction, alteration, demolition, repair or maintenance, including but
not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.
SECTION 7. The following exhibits to the Contract are hereby amended or added, as
indicated below, to read as set forth in the attachments to this Amendment, which are hereby
incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A-3” entitled “SCOPE OF SERVICES, AMENDMENT No. 4”, ADDED
b. Exhibit “B-3” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 4”, ADDED
c. Exhibit “C” entitled “COMPENSATION, AMENDMENT No. 4”, AMENDED, REPLACES
PREVIOUS
d. Exhibit “C-3” entitled “SCHEDULE OF RATES, AMENDMENT NO.4”, ADDED
e. Exhibit “E” entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, ADDED
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SECTION 8. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 9. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager (Contract over $85k)
APPROVED AS TO FORM:
City Attorney or designee
(Contract over $25k)
NOVA PARTNERS, INC.
Officer 1
By:
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By:
Name:
Title:
Attachments:
EXHIBIT "A-3": SCOPE OF SERVICES, AMENDMENT NO. 4 (ADDED)
EXHIBIT "B-3": SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4 (ADDED)
EXHIBIT “C”: COMPENSATION, AMENDMENT NO. 4 (AMENDED-REPLACES PREVIOUS)
EXHIBIT “C-3”: SCHEDULE OF RATES, AMENDMENT NO. 4 (ADDED)
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS (ADDED)
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David Marks
Principal
CFO
Dennis Coonan
EXHIBIT “A-3”
SCOPE OF SERVICES
AMENDMENT NO.4, ADDED
Task 5.3: Construction Management Services for the New Public Safety Building
The Consultant shall provide construction management (CM) services for the New Public Safety
Building Project. CM services consist of monitoring and managing the construction contract
while coordinating the progress of the work with the City and the project architect and the architect’s team of subconsultants.
1. Construction management for the New Public Safety Building shall include the
following:
a. Review general contractor’s baseline project schedule and monitor continuously during
project duration, advising on schedule adherence and status.
b. Review general contractor’s monthly project schedule updates and monthly application for payment. In addition to Nova’s review, third-party schedule consultancy services will be provided by Rowecon. Please refer to Item 5 below for details of scope.
c. Conduct weekly Owner/Architect/Contractor (OAC) meetings and document/publish
meeting minutes.
d. Assist with closing out remaining plan-check comments and oversee deferred submittal
process. e. Manage project change orders, review for validity, and process requests on appropriate City forms to allow for City approval. Consultant will create and manage the change
order log for the project.
f. Review all payment applications for accuracy to allow City to issue payment.
g. Review invoices and add service requests from Architect and other project consultants
and vendors for validity. h. Maintain project budget and issue monthly updates. i. Review field progress and maintain open communication between project team members
during the construction phase.
j. Identify field problems; review and help facilitate resolutions.
k. Monitor, track, and review the Request for Information (RFI) and Submittal process
(shop drawings, specification sheets, samples, etc.) to enable timely submittal by the contractor(s) and timely review by the relevant design professional. l. Provide coordination between project team members.
m. Support the City in Community outreach efforts.
n. Work with all stakeholders to minimize impacts of construction activities to neighboring
residents and businesses.
o. Publish a monthly construction report summarizing progress. Report shall be submitted to City for inclusion on the City web site. p. Manage Basecamp file storage for project files.
q. Provide coordination of vendors under contract to the City, such as Geotechnical
Engineer, IT, Furniture, Waterproofing Inspections and Radio Systems installers.
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r. Monitor progress inspections, final inspections and sign-off by applicable governmental entities including the City inspector(s), Fire Marshal, and any necessary special testing
and inspection.
s. Provide Special Testing and Inspection services (waterproofing and geotechnical
excluded). Please refer to Item 3 below for details of scope.
t. Provide photo documentation consisting of monthly interior and exterior progression images and major slab concrete pours and Mechanical, Electrical, and Plumbing (MEP) installations. Please refer to Item 4 below for details of scope.
2. Exclusions - CM Services for the New Public Safety Building does not include:
a. Preparation of permit applications or permit fees
b. Air fare, per diem or other out of town travel expenses c. Geotechnical Services, Waterproofing Inspections, or Commissioning d. Blueprinting or major copying services
e. Contracts of equipment vendors, design consultants, and contractors.
3. Special Inspection and Testing Scope:
Special Inspection and Testing Services will be provided by Consolidated Engineering
Laboratories. The following Special Inspection and Testing Scope is included:
SHORING / TIE-BACK INSPECTION / SOILS CEMENT
2
Each Mix Design Review
Field Welding Inspection - 24 visits x 4 hours per visit 96 Hours
Tie-Back Grout Sampling - 24 visits x 4 hour per visit 96 Hours
Grout Compression Tests - 2 sets x 3 samples per day 144 Each / 48 Sets
Cement Soil Placement - 46 visits x 4 hours per visit 184 Hours
Soils Cement Compression Tests - 1 set x 3 samples per day 276 Cylinders / 46 Sets
Sample Pick-Ups 94 Trips
ON SITE INSPECTIONS
1152
Hours Resident Inspector - Reinforced Concrete
Masonry Placement Inspection 264 Hours
ACI Concrete Sampling Technician 244 Hours
Structural Steel Field Welding Inspection 160 Hours
Miscellaneous Field Welding Inspection 160 Hours
Fireproofing Thickness Verification / Sampling 80 Hours
Placement of Expansion Anchors/Proofload/Torque Testing 80 Hours
OFF SITE INSPECTIONS
200
Hours Structural Steel Shop Fabrication Inspection
Miscellaneous Shop Fabrication Inspection 160 Hours
LABORATORY TESTING Concrete Compression Tests 750 Cylinders / 150 Sets
Production Panel Compression Tests (3 cores per panel) 96 Cores
Pre-Production Panel Tests: (Including Laboratory Coring) 4 Each
Non-Shrink Grout Compression Tests 18 Each / 6 Sets
Concrete Mix Design - Drying Shrinkage Tests (3 bars per set) 10 Sets
Fireproofing Adhesion/Cohesion Tests 60 Each
Fireproofing Density Tests 30 Each
Masonry Prisms 3 Each
Grout Compression Tests 33 Each
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Mortar Compression Tests 33 Each
MISCELLANEOUS
Mix Design Review 10 Each
Welding Procedure Specification Review 4 Each
Sample Pick-Ups 100 Trips
Final Affidavit 1 per permit
Please note, any additional special inspection visits/hours and/or associated materials testing will be an additional cost.
Nova will track special inspector hours and materials testing and will advise the City at the earliest opportunity if the
above estimated numbers are likely to be exceeded.
4. Photo Documentation Scope Photo-Documentation Services will be provided by Multivista. The following scope is included:
a. Existing Condition Site Survey – Multivista photographers will document, with high-resolution digital images, the project site and surrounding area within a 50-foot radius of the project allowing for complete review of the areas
noted below.
i. Images will be indexed, by both date and location, to a digital
site-plan created by Multivista’s UAV or digital site-plan provided by Client ii. Areas of documentation will include, but not be limited capturing: adjacent building elevations, roads, curbs, gutters, sidewalks, utility poles, major utilities, trees, light poles, etc. iii. Multivista will take direction from Client as to areas of specific focus or concern (ex: existing trees). b. Exterior Progressions - Photos are taken on a monthly basis from key
perspectives along site perimeters and 360 degrees around the building
envelope during erection. Exterior progressions track the construction of
building elevations and all work within the immediate vicinity of the exterior
of the building, providing a time-lapse view of the project coming together over time. i. Multivista photographers will complete twenty-eight (28) Progressions of the project.
c. Pre-Slab Exact-Built™ – Multivista photographers will take overlapping
digital images of all rough installations and systems post inspection and prior
to the placement of concrete for all major slab pours within the building
envelope. This documentation provides a digital As Built record of actual
installation conditions.
i. Includes all: Foundation / Footings, Parking Decks, Slab-on-Grade & Slab-on-Deck pours
d. Interior MEP Exact-Built™ - This milestone shoot captures all Mechanical, Electrical &
Plumbing in the interior walls and ceilings of the building (including parking level electrical
rooms, restrooms, etc.) after rough-ins are complete, prior to insulation/drywall. The MEP shoot creates a permanent record and photographic as-built of the building for use by the team that manages the building post-construction.
5. Scheduling Consultant Scope
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Third-party scheduling consultancy Services will be provided by Rowecon. The following scope is included:
a. Initial Deep Dive Review:
Review the General Contractor’s Proposed Schedule will comprise of the following:
1. Review general conformance with contract scheduling specification.
2. Review constructability and consistency of critical path, durations and logic with the proposed baseline schedule issued by
the General Contractor.
3. Meet with the team to review comments and follow up.
On a project of this magnitude, it is anticipated that approximately 16 hours will be necessary to conduct the above review. Approximately 8 to 12 hours for the review and 3 to 4 hours for meetings/review follow up.
b. Follow Up Review (x1):
1. Re-review of a revised Baseline Schedule and General Contractor response
comments. 2. Meet with the team to review comments and follow up.
c. Review of General Contractor’s Monthly Updates (x28)
Review of the General Contractors Monthly Updates assume the review of
an uneventful schedule update, where work is generally on track and
revisions to the General Contractor’s schedule are minor. The monthly schedule review will consist of the following:
1. Review of the consistency of critical path, durations and
logic with the previous month’s Schedule Update.
2. General review of changes in critical path, durations, activities, and logic.
3. A written report containing findings.
4. Additional time may be required in the case of a more
significant update, where time delays and revisions to the
General Contractor’s schedule are considered major.
d. Monthly field walk to verify/reconcile field activity and progress with monthly schedule
update.
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EXHIBIT “B-3”
SCHEDULE OF PERFORMANCE
AMENDMENT NO. 4, ADDED
CONSULTANT shall commence performance of Task 5.3 (Construction Management Services for
the New Public Safety Building) of Exhibit “A-3”, upon issuance of Notice to Proceed through the
duration of the project unless earlier terminated by CITY in its sole discretion. For information
purposes, Task 5.3 is expected to be performed from January 1, 2021 through July 31, 2023 and
consist of a total duration of 31 months from commencement of construction; however, that timeframe may be modified by CITY as project needs require.
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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 4
(AMENDED – REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for 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 schedule of rates attached as Exhibit “C-1”, Exhibit “C-2”, and/or Exhibit “C-3,” as applicable, 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 specified reimbursable expenses, and the total compensation for Additional Services, do not exceed the amounts set forth in Section 4 of this Agreement.
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.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY’s project manager.
(CONTINUED ON THE NEXT PAGE.)
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BUDGET SCHEDULE
DESCRIPTION NOT-TO-EXCEED AMOUNT BASIC SERVICES (TASKS) Year 1 Year 2 Year 3 Amend 4 Total
Task 1.1: Project Management,
Planning, and Coordination
(Projects 1-9) $140,898 $140,898 $140,898 $0 $422,694
Task 1.2: Project Management
System (Projects 1-9) $175,000 $100,000 $100,000 $0 $375,000
Task 2: Acquisition and
management of project
consultants (Projects 1-3) $144,975 $144,975 $144,975 $0 $434,925
Task 3: Design/Document reviews
(Projects 1-3) $206,762 $206,762 $206,762 $0 $620,286
Task 4: Pre-Construction services
(Projects 1-3) $283,650 $283,650 $283,650 $0 $850,950
Task 5.1: Construction
Management services for Fire
Station 3 Replacement $0 $326,604 $0 $0 $326,604
Task 5.2: Construction
Management services for New
California Avenue Area Parking
Garage $0 $0 $1,135,630 $0 $1,135,630
Task 5.3: Construction
Management services for New
Public Safety Building $0 $0 $0 $2,792,707 $2,792,707
Task 6: Budget and schedule
management (Projects 1-9) $63,985 $63,985 $63,985 $0 $191,955
Task 7.1: On-call services for
Transportation Projects $333,400 $253,400 $0 $0 $586,800
Task 7.2: On-call services
(allowance) $100,000 $100,000 $100,000 $0 $300,000
TOTAL BASIC SERVICES $1,448,670 $1,620,274 $2,175,900 $2,792,707 $8,037,551 REIMBURSABLE EXPENSES $12,000 $12,000 $12,000 $0 $36,000
TOTAL BASIC SERVICES AND
REIMBURSABLES $1,460,670 $1,632,274 $2,187,900 $2,792,707 $8,073,551
ADDITIONAL SERVICES –
10% OF ABOVE $146,067 $163,227 $218,790 $279,271 $807,355
TOTAL NOT-TO-EXCEED AMOUNT $1,606,737 $1,795,501 $2,406,690 $3,071,978 $8,880,906
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EXHIBIT “C-3”
SCHEDULE OF RATES
AMENDMENT NO. 4, ADDED
2021 1. Principal $214 per hour
2. Sr. Project Manager $198 per hour
3. Project Manager $174 per hour
4. Sr. Estimator / Sr. Cost Mgr $198 per hour
5. Estimator & Peer Reviews $180 per hour 6. Project Accountant/ Admin $169 per hour 7. Scheduler $198 per hour
2022
1. Principal $218 per hour 2. Sr. Project Manager $202 per hour
3. Project Manager $178 per hour
4. Sr. Estimator / Sr. Cost Mgr $202 per hour
5. Estimator & Peer Reviews $183 per hour
6. Project Accountant/ Admin $173 per hour
7. Scheduler $202 per hour
2023
1. Principal $223 per hour
2. Sr. Project Manager $206 per hour 3. Project Manager $181 per hour 4. Sr. Estimator / Sr. Cost Mgr $206 per hour
5. Estimator & Peer Reviews $187 per hour
6. Project Accountant/ Admin $176 per hour
7. Scheduler $206 per hour
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EXHIBIT “E”
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS (ADDED)
This Exhibit shall apply only to a contract for public works construction, alteration, demolition,
repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement
with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply
with all applicable requirements of the California Labor Code including but not limited to Labor
Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to
Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from
time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.
CITY provides notice to CONSULTANT 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 contractor
is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors
must also be registered with DIR. No contractor or subcontractor may be awarded a contract for
public work on a public works project unless registered with DIR. Additional information regarding
public works and prevailing wage requirements is available on the DIR web site (see e.g.
http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required
to post all job site notices prescribed by law or regulation.
CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in
accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code Section 1776, including but not limited to:
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,
DocuSign Envelope ID: 56FE8B83-0E34-4AC8-93C4-E830791F39E6
CONSULTANT and its listed subcontractors, in connection with the Project.
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 CONSULTANT and its listed
subcontractors, respectively.
At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the
CITY Project Manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then
CONSULTANT 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 CONSULTANT.
Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of
those payroll records.
Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to
CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in
violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof,
except that work performed by employees of CONSULTANT or any subcontractor in excess of eight
(8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for
all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815.
CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in
Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with
the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of
workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).
CONSULTANT shall comply with the statutory requirements regarding employment of apprentices
including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced
for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.
DocuSign Envelope ID: 56FE8B83-0E34-4AC8-93C4-E830791F39E6
Certificate Of Completion
Envelope Id: 56FE8B830E344AC893C4E830791F39E6 Status: Completed
Subject: Please DocuSign: Nova Partners C16163034 Amendment 4 - Legal Reviewed Final.pdf
Source Envelope:
Document Pages: 16 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/14/2021 10:53:41 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
David Marks
David@novapartners.com
Principal
Nova Partners
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.14.5.16
Sent: 1/14/2021 10:59:22 AM
Resent: 1/15/2021 8:57:00 AM
Viewed: 1/14/2021 11:26:55 AM
Signed: 1/15/2021 8:59:17 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dennis Coonan
dcoonan@novapartners.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 162.231.240.244
Sent: 1/15/2021 8:59:19 AM
Resent: 1/20/2021 11:38:46 AM
Viewed: 1/20/2021 12:12:41 PM
Signed: 1/20/2021 12:13:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Matt Raschke
Matt.Raschke@CityofPaloAlto.org
Approve
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/20/2021 12:13:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
lnDocuSigned by:
L!Z~;F,0.~~
COPIED
Carbon Copy Events Status Timestamp
Irma Mora
Irma.Mora@CityofPaloAlto.org
Security Level: Email, Account Authentication
(None)
Sent: 1/20/2021 12:13:22 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/14/2021 10:59:22 AM
Certified Delivered Security Checked 1/20/2021 12:12:41 PM
Signing Complete Security Checked 1/20/2021 12:13:19 PM
Completed Security Checked 1/20/2021 12:13:22 PM
Payment Events Status Timestamps
COPIED
AMENDMENT NO. 1 TO CONTRACT NO. C17165953
BETWEEN THE CITY OF PALO ALTO AND
ROSSDRULISCUSENBERY ARCHITECTURE, INC.
This Amendment No. 1 (this “Amendment”) to Contract No. C17165953 (the “Contract” as
defined below) is entered into as of February 1, 2021 by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and ROSSDRULISCUSENBERY ARCHITECTURE,
INC., a California corporation, located at 18294 Sonoma Highway, Sonoma, CA 95476
(“Consultant”). CITY and CONSULTANT are referred to collectively herein as the “Parties”.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties
hereto for the provision of professional design and environmental services for a new Public Safety
Building (PSB) and a new Parking Garage, as detailed therein.
B. The Parties now wish to amend the Contract in order to provide an additional scope
of services under the Contract, to increase the compensation by One Million Seven Hundred Forty-
Six Thousand Two Hundred Six Dollars ($1,746,206), from Seven Million Seven Thousand Nine
hundred Ninety-Two Dollars ($7,007,992) to Eight Million Seven Hundred Fifty-Four Thousand One
Hundred Ninety-Eight Dollars ($8,754,198), and to extend the Contract term, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C17165953
between CONSULTANT and CITY, dated December 12, 2016.
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 1 “Scope of Services” of the Contract is hereby amended to read as
follows:
“Consultant will perform the Services described in Exhibit “A” and Exhibit “A-1” in accordance with
the terms and conditions contained in this Agreement, to the reasonable satisfaction of City.”
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
Attachment C
SECTION 3. Section 2 “Term” of the Contract is hereby amended to read as follows:
“The term of this Agreement (“Term”) begins on the date of its full execution and expires upon
satisfactory completion of the Services in accordance with the Schedule of Performance, but in no
event later than December 31, 2023 unless terminated earlier pursuant to Section 19 of this
Agreement.”
SECTION 4. Section 4 “Compensation” of the Contract is hereby amended to read as
follows:
“4.1 Basic Services. The compensation to be paid by City to Consultant for performance of
the Services (also referred to in this Agreement as the “Basic Services”) shall be based on the
compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any
reimbursable expenses specified therein, and the maximum total compensation shall not exceed
Seven Million Nine Hundred Fifty-Seven Thousand One Hundred Eight Dollars ($7,957,108).
Consultant agrees to complete all Basic Services, including specified reimbursable expenses, within
this amount.
4.2 Additional Services. In addition to the not-to-exceed compensation specified above,
CITY has set aside the not-to-exceed compensation amount of Seven Hundred Ninety-Seven
Thousand Ninety Dollars ($797,090) for the performance of Additional Services (as defined
below). The total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit C, shall not exceed Eight Million Seven Hundred Fifty-
Four Thousand One Hundred Ninety-Eight Dollars ($8,754,198), as detailed in Exhibit C.
“Additional Services” means 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
at Exhibit A and Exhibit A-1. CITY may elect to, but is not required to, authorize Additional Services
up to the maximum amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY
as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order
assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project
Management). Each Task Order shall be in substantially the same form as Exhibit E, entitled
“PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services,
schedule of performance and maximum compensation amount, in accordance with the provisions
of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task
Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly
rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization by CITY
(defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall
become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
Orders authorized under this Agreement shall not exceed the amount of compensation set forth
for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional
Services performed under an authorized Task Order and only up to the maximum amount of
compensation set forth for Additional Services in this Section 4. Performance of and payment for
any Additional Services are subject to all requirements and restrictions in this Agreement.
4.3 Rate Schedule. The applicable rates and schedule of payment are set forth in Exhibit “C-
1”, entitled “Schedule of Rates” (“Rate Schedule”). Consultant is not entitled to compensation for
any Services performed or reimbursement for expenses incurred to the extent that payment would
result in a total exceeding the maximum amount of compensation set forth herein.”
SECTION 5. The following exhibits to the Contract are hereby deleted and replaced in the
entirety, or added, as indicated below, to read as set forth in the attachments to this Amendment,
which are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A-1” entitled “SCOPE OF SERVICES, AMENDMENT No.1, ADDED.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDMENT No. 1,
AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION”, AMENDMENT No. 1, AMENDED,
REPLACES PREVIOUS.
d. Exhibit “E” entitled “PROFESSIONAL SERVICES TASK ORDER”, ADDED.
SECTION 6. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 7. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager (Contract over $85k)
APPROVED AS TO FORM:
City Attorney or designee
(Contract over $25k)
ROSSDRULISCUSENBERY
ARCHITECTURE, INC.
Officer 1
By:
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By:
Name:
Title:
Attachments:
Exhibit “A-1”: SCOPE OF SERVICES, AMENDMENT NO.1 (ADDED)
Exhibit “B”: SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 (AMENDED - REPLACES PREVIOUS)
Exhibit “C”: COMPENSATION, AMENDMENT NO. 1 (AMENDED - REPLACES PREVIOUS)
Exhibit “E”: PROFESSIONAL SERVICES TASK ORDER (ADDED)
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
Michael Ross
CEO
Mallory Cusenbery
Principal
~DocuSigned by:
L~~o~:S
EXHIBIT “A-1”
SCOPE OF SERVICES, AMENDMENT NO. 1 (ADDED)
CONSULTANT will provide the Services detailed in this Exhibit “A-1” in addition to the Services
detailed under Exhibit “A” of this Agreement.
1. Additional Scope of Work related to Task B.3 (PSB Construction Documents):
a. Potholing for existing utility survey around the site
b. PSB technology systems design
c. PSB signage design
d. Offsite street lighting design
e. Communications tower lightning protection
f. Emergency radio systems design
g. PSB shoring – preparation of Bridging Documents
h. Prepare for and attend Architectural Review Board (ARB) subcommittee meetings
i. Extended subconsultant coordination
j. Hazardous materials analysis for code-related storage compliance
k. Design of Centralized Video Management System for EOC
l. Dewatering System design
m. Out of phase design coordination
n. Conform Survey Grade Checks
2. Additional Scope of Work related to Task C.4 (Garage Construction Documents):
a. Signage design
b. Extended subconsultant coordination
c. Design for future secondary ingress/egress on Jacaranda Lane
d. Acoustical study per EIR
e. Parking Guidance System (PGS) selection and bridging document design
f. Emergency Response Radio Communication System design and security camera
design for possible future system
3. Additional Scope of Work related to Task C.6 (Garage Construction Administration):
a. Additional meetings and coordination
b. Waterproofing Consulting
c. Elevator guiderail redesign
d. Preparation of a final conformed drawing set for construction
e. Expert shoring consulting during construction
f. Cal Ave Garage Conformed Plan Set preparation
g. Cal. Avenue Garage Parking Consultant Supplemental CA Services
h. Extended CA for Cal Ave Garage
i. Garage stair width discrepancies
j. Design corrections related to garage construction coordination
k. Design calculations for Terra Cotta bolt connections
l. Bike Area design change
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED- REPLACES PREVIOUS)
Consultant must perform the Services to complete each milestone within the date specified below,
measured from the date of City’s issuance of the Notice to Proceed (NTP) with the Services. The
time to complete each milestone may be increased or decreased by mutual written agreement of
Consultant and City so long as all Services are completed within the Term of the Agreement.
Consultant must provide a detailed schedule of Services consistent with the schedule below within
2 weeks of receipt of the notice to proceed.
Milestones Target Completion Date
Task A.1: PSB Preliminary Design - CEQA / EIR December 2017
Task B.1: PSB Schematic Design September 2018
Task B.2: PSB Design Development March 2019
Task B.3: PSB Permit Set / Construction Documents December 2019
Task B.4: PSB Project Bidding and Award September 2020
Task B.5: PSB Construction Administration and
Closeout June 2023
Task C.1: Garage Preliminary Design – CEQA / EIR December 2017
Task C.2: Garage Schematic Design February 2018
Task C.3: Garage Design Development March 2018
Task C.4: Garage Permit Set / Construction Documents May 2018
Task C.5: Garage Project Bidding and Award October 2018
Task C.6: Garage Construction Administration and Closeout August 2020
Task E.2: PSB Threat Assessment (Predesign) January 2018
Task E.4: PSB Programming Services for Technical
Systems January 2018
Task E.6: PSB Fixtures, Furniture and Equipment Design
and Procurement Documents March 2020
Task E.7: PSB Commissioning (Cx) June 2023
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 1
(AMENDED- REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the
terms and conditions of this Agreement, and as set forth in the budget schedule below, or as further specified in each Task Order approved by the CITY pursuant to this Agreement. Compensation shall be calculated based on the hourly rate schedules 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 in 3 phases 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 does not exceed the amounts set forth in Section 4 (Not to Exceed Compensation) of this Agreement. Each phase
requires a separate written Notice-to-Proceed (NTP). Phases 2 and 3 will be authorized at CITY’s
discretion, and upon approval of environmental review and budget for the project.
(CONTINUED ON THE NEXT PAGE.)
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
BASIC SERVICES (TASK) Phase 1 Phase 2 Phase 3
Task A.1: PSB
Preliminary Design -
CEQA / EIR
$242,696
Task B.1: PSB
Schematic Design $495,700
Task B.2: PSB Design
Development $856,210
Task B.3: PSB Permit
Set / Construction
Documents
$2,868,368
Task B.4: PSB Project
Bidding and Award $90,127
Task B.5: PSB
Construction
Administration and
Closeout
$1,392,329
Task C.1: Garage
Preliminary Design –
CEQA / EIR
$121,347
Task C.2: Garage
Schematic Design $142,607
Task C.3: Garage Design
Development $190,143
Task C.4: Garage Permit
Set / Construction
Documents
$528,367
Task C.5: Garage Project
Bidding and Award $19,014
Task C.6: Garage
Construction
Administration and
Closeout
$460,422
Task E.2: PSB Threat
Assessment (Predesign) $47,634
Task E.4: PSB
Programming Services
for Technical Systems
$34,164
Task E.6: PSB Fixtures,
Furniture and
Equipment (FF&E)
Design and
$287,622
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
Procurement
Documents
Task E.7: PSB
Commissioning (Cx) $27,173
Additional Excess
Insurance Coverage $25,000 ROW TOTALS
TOTAL BASIC SERVICES $2,155,501 $3,793,498 $1,879,924 $7,828,923
REIMBURSABLES $128,185
SUBTOTAL (BASIC
SERVICES &
REIMBURSABLES)
$2,283,686 $3,793,498 $1,879,924 $7,957,108
ADDITIONAL SERVICES $637,090 $160,000 $797,090
TOTAL NOT-TO-EXCEED
AMOUNT $2,920,776 $3,793,498 $2,039,924 $8,754,198
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or 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 will reimburse Consultant for the following expenses at cost, provided that the expenses were reasonably and necessarily incurred solely for
providing the Services:
A. Travel outside the San Francisco Bay Area, including transportation and meals, will be
reimbursed at actual cost subject to limits of the City’s policy for reimbursement of travel and meal expenses for City employees.
B. Long distance telephone service charges, cellular phone service charges, overnight delivery,
facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses must be accompanied by appropriate documentation of the claimed expenditure, such as written receipts. Any expense anticipated to be more than $500 must be approved in writing in advance by the City’s Project Manager.
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
EXHIBIT E
PROFESSIONAL SERVICES TASK ORDER
(ADDED)
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of
the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order. APPROVED: CITY OF PALO ALTO
BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________
BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________
DocuSign Envelope ID: 88AF6841-7C14-4835-89DC-D1FF13FC57DE
Certificate Of Completion
Envelope Id: 88AF68417C14483589DCD1FF13FC57DE Status: Completed
Subject: Please DocuSign: RDC C17165953 Amendment No. 1 - Legal Reviewed_1-20-21.pdf
Source Envelope:
Document Pages: 10 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/20/2021 11:44:09 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Michael Ross
mross@rdcarchitecture.com
CEO
Michael B. Ross
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.230.232.154
Sent: 1/20/2021 11:47:32 AM
Viewed: 1/20/2021 1:54:56 PM
Signed: 1/20/2021 1:55:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mallory Cusenbery
mcusenbery@rdcarchitecture.com
Principal
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.252.201.240
Sent: 1/20/2021 1:55:48 PM
Viewed: 1/20/2021 2:01:24 PM
Signed: 1/20/2021 2:01:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Matt Raschke
Matt.Raschke@CityofPaloAlto.org
Approve
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/20/2021 2:02:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
~DocuSigned by:
L~:D~~s
COPIED
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/20/2021 11:47:32 AM
Certified Delivered Security Checked 1/20/2021 2:01:24 PM
Signing Complete Security Checked 1/20/2021 2:01:59 PM
Completed Security Checked 1/20/2021 2:02:00 PM
Payment Events Status Timestamps
CITY OF PALO ALTO CONTRACT NO. C21180741
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND QUALITY ASSURANCE ENGINEERING dba CONSOLIDATED ENGINEERING LABORATORIES FOR PROFESSIONAL SERVICES
This Agreement is entered into as of the 1st day of February, 2021, (“Agreement”)
by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and QUALITY ASSURANCE ENGINEERING dba CONSOLIDATED ENGINEERING LABORATORIES, a California corporation, DIR #1000014560, located at 2001 Crow Canyon Road, Suite 200, San Ramon, CA 94583 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement and are incorporated herein.
A. CITY intends to construct a new Public Safety Building located at 250 Sherman Avenue,
Palo Alto, CA 94603 (“Project”) and desires to engage a consultant to provide Below-Grade Waterproofing Installation Monitoring and Observation Services in connection with the Project (the “Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2023 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
DocuSign Envelope ID: 5DDBE3BA-7CC3-42A8-BD00-033F8BF58651
Attachment D
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses specified in Exhibit “C”, shall not exceed Ninety Six Thousand Seven Hundred Eighty Eight Dollars ($96,788.00), as detailed therein.
CONSULTANT agrees to complete all Basic Services, including any specified reimbursable
expenses, within this amount. In addition, the City has set aside the amount of Nine Thousand Five Hundred Twenty-Nine Dollars ($9,529.00) for Additional Services (as defined below). In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services, and any specified reimbursable expenses, shall not exceed One Hundred Six Thousand
Three Hundred Seventeen Dollars ($106,317.00). The applicable schedule of rates is set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
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 at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including, as applicable, an identification of personnel who performed the services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit “C” or the CONSULTANT’s billing rates set
forth in Exhibit “C-1”, as applicable. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at pweinvoices@cityofpaloalto.org. The City will generally process and pay invoices
within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience to
perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.
All of the Services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee.
If CONSULTANT nonetheless subcontracts out the performance of any Services, CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning subconsultant compensation. CONSULTANT shall be fully responsible to CITY for all acts and
omissions of a subconsultant. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Joe Berriatua as the Senior Project Manager (also referred to herein as the “Project Manager”) for CONSULTANT, to have supervisory responsibility for the performance, progress, and execution of the Services and
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Jay Frazier as the Project on-site lead inspector to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the CONSULTANT’s Project
Manager or any other key personnel for any reason, the appointment of a substitute Project
Manager and any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property.
CITY’s Project Manager is Matt Raschke, Public Works Department, 250 Hamilton Avenue, 6th Floor, Palo Alto, CA 94301, Telephone: (650) 496-5937. The CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.
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16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing
with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
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notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, 25 and 27.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
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21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
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CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of
this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
26.1 CONSULTANT 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 obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT 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. CONSULTANT 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. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California without regard to conflict of law provisions.
27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
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27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. 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 and approved as required under Palo Alto Municipal Code. 27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants
of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits, addenda, appendices, attachments, and schedules (collectively, “exhibits”) to this Agreement which are referred to herein are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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.
27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C21180741 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________ City Attorney or designee
QUALITY ASSURANCE ENGINEERING dba CONSOLIDATED ENGINEERING LABORATORIES Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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Rob Morse
Senior Vice President
Principal/Secretary
Barbara Cappa
r-:DocuSigned by:
~~47~~;;4AO
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT shall provide below-grade waterproofing installation monitoring and observation services pf the Grace Preprufe (GCP) SCS waterproofing system. The Installation inspections shall be performed by a GCP Certified Inspector and meet the requirements of GCP
for the CITY to obtain GCP 10-year No Dollar Limit (NDL) material and labor watertightness
warranty for the below-grade waterproofing system (under-slab and below grade walls). TASKS:
1. Attend the pre-installation meeting to go over the installation, quality, inspection
frequency, and warranty requirements.
2. Review submittals, design drawings, and mockups. Mockups are required to duplicate
all project specific materials, installation methods, and surrounding conditions.
3. Perform construction monitoring and reporting for the items listed below to the extent
required by GCP’s warranty review program. Documentation to include weather
conditions, crew size, materials installed, extent of work and compliance with
construction documents and manufacturer installation instructions.
i. Review and inspect substrates (i.e., shoring walls and concrete foundation walls
for vertical application) prior and subsequent to waterproofing installation
(estimate 12 site visits).
ii. Review and inspect substrates (i.e., mud slab for horizontal application) prior to
waterproofing installation (estimate 12 site visits).
iii. Review and inspect the installation of the under-slab waterproofing (substrate
preparation, installed membrane, post rebar, lower mat, post rebar upper mat
and during pour) Assume 4 pours total, provide enough site visits required to
correct deficiencies before access becomes limited due to rebar congestion)
(estimate 16 site visits)
iv. Review and inspect completed waterproofing at shoring walls prior to concrete
cover up (substrate preparation, tieback cover install, installed membrane, post
rebar and during pour) (estimate 24 site visits)
v. Observe all concrete placements against waterproofing membrane. At mat slab
areas with heavily congested rebar, such as at shearwalls, bases of columns,
rebar lap splices etc., provide full time inspection of those areas during
installation of the rebar.
vi. Review and inspect the waterproofing membrane with an additional layer of
membrane adhered with Bituthene liquid membrane.
vii. Review and inspect all injection tube waterstop installation (between concrete
pours at cold-joints).
viii. Review and inspect waterproofing associated to the (2) elevator pits (elevator pit
slab, pit walls, mat slab and associated waterstop installation). Assume elevator
pits will not be ready at the same time.
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ix. Review and inspect waterproofing associated to the sand oil interceptor/sewage
ejector pit (pit slab, pit walls, mat slab and associated waterstop installation).
x. Review and inspect waterproofing installation at dewatering wells during install
and decommissioning. Decommissioning will be done near the end of the project
and will require coordination with GCP and the General Contractor to complete
the inspections as required.
xi. Review and inspect at-grade terminations or transition details. For GCP to issue
the NDL Warranty, the tie-in to the at-grade waterproofing system must be
inspected to ensure that the GCP below-grade waterproofing system is
adequately terminated, and that the waterproofing membrane is not damaged
(or is repaired if damaged, prior to cover up) during shoring removal and other
at-grade work. This tie in-at grade is typically done near the end of the project
and will require coordination with GCP and the General Contractor to complete
the inspections as required (estimate 4 site visits).
4. Formal site visit reports with daily photographs for record copy and warranty purposes
to be provided each day waterproofing inspections are conducted.
5. Assist the Owner/Architect in determining appropriate solutions to non-standard
conditions not shown in the contract documents. Including but not limited to reviewing
RFI responses to document approval by GCP in terms of warranty for site specific
conditions.
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt
of the notice to proceed (NTP). Milestones Completion No. of Days/Weeks
1. Review Submittals, Design Drawings, and Mockups 10 days after receipt 2. GCP Waterproofing System Inspections As required through construction
3. Final Reports 110 Weeks from NTP
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EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule 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 $ 4,538.00
(Review Submittals, Design Drawings, and Mockups) Task 2 $90,250.00
(Construction Monitoring of Waterproofing
System Inspections and Reporting) Task 3 $ 500.00 (Final Letter)
Sub-total Basic Services $95,288.00 Reimbursable Expenses $ 1,500.00
Total Basic Services and Reimbursable expenses $96,788.00 Additional Services (Not to Exceed) $ 9,529.00
Maximum Total Compensation $106,317.00
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:
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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.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum
compensation, including reimbursable expense, for such services based on the rates set forth
in Exhibit C-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
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EXHIBIT “C-1” SCHEDULE OF RATES
Waterproofing System Inspection Rate: $95.00 per hour
Basis of Charges Unit Rate Unit
The proposed unit rates will be in effect through December 31,
2021. Thereafter, the unit rates are subject to an annual increase
of two percent or lower (2% or lower) per year to mitigate the
annual operating cost increases.
Work Over 8 Hours Per Day Time and One-Half
Work Over 12 Hours, Monday - Friday Double Time
Work on Saturdays Time and One-Half
Work Over 8 Hours on Saturday Double Time
Work on Sundays/Holidays Double Time
Swing or Graveyard Shift Premium $12.50 Hour
Work from 0 to 4 Hours 4-Hour Minimum
Work from 4 to 8 Hours 8-Hour Minimum
Show-Up Time 2-Hour Minimum
Sample Pick-Up $90.00 Trip
Laboratory Testing - Rush Fee + 50% to Testing
Technician with Nuclear Gauge Portal-to-Portal
Final Affidavit per each Applicable Permit
(Request 6 working days in advance)
$500.00 Each
Extra Copies (Over 4 per Issue Date) of
Inspection Reports and Final Affidavit
$20.00 Each
Reports on CD $150.00 Each
Project Engineering and Management 5% of Fees
Credit Card Payment of Fees 2.5% Premium
Reimbursables Cost + 15%
QA/QC Plan Written Procedures Quote on Request
Out of Area Services (Beyond 40-Mile Radius) As Listed Below:
Travel Time Basic Hourly Rate
Mileage $0.60 Mile
Per-diem, Including Lodging $120.00 Day
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
DocuSign Envelope ID: 5DDBE3BA-7CC3-42A8-BD00-033F8BF58651
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
DocuSign Envelope ID: 5DDBE3BA-7CC3-42A8-BD00-033F8BF58651
EXHIBIT “E” DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854. CITY provides notice to CONSULTANT 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
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,
CONSULTANT and its listed subcontractors, in connection with the Project.
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 CONSULTANT and its listed subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred
DocuSign Envelope ID: 5DDBE3BA-7CC3-42A8-BD00-033F8BF58651
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 CONSULTANT.
Inform the project manager of the location of CONSULTANT’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.
DocuSign Envelope ID: 5DDBE3BA-7CC3-42A8-BD00-033F8BF58651
Certificate Of Completion
Envelope Id: 5DDBE3BA7CC342A8BD00033F8BF58651 Status: Completed
Subject: Please DocuSign: C21180741 Qual. Assc. Eng. DBA Consolidated Engineering - Legal Reviewed.pdf
Source Envelope:
Document Pages: 20 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/7/2021 1:54:06 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Rob Morse
rmorse@ce-labs.com
Senior Vice President
Consolidated Engineering Laboratories
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.66.249.27
Sent: 1/7/2021 2:00:22 PM
Viewed: 1/7/2021 2:25:31 PM
Signed: 1/7/2021 2:29:42 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Barbara Cappa
bcappa@ce-labs.com
Principal/Secretary
Consolidated Engineering Laboratories
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.42.117.90
Sent: 1/7/2021 2:29:45 PM
Resent: 1/7/2021 3:57:25 PM
Viewed: 1/8/2021 11:28:31 AM
Signed: 1/8/2021 11:28:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Lorie Morse
contracts@ce-labs.com
Senior Vice President
Consolidated Engineering Labs
Security Level: Email, Account Authentication
(None)
Sent: 1/8/2021 11:29:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
~DocuSigned by:
~~47~~;;4AO
COPIED
Carbon Copy Events Status Timestamp
Joe Berriatua
jberriatua@ce-labs.com
Security Level: Email, Account Authentication
(None)
Sent: 1/8/2021 11:29:01 AM
Viewed: 1/8/2021 12:29:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Matt Raschke
Matt.Raschke@CityofPaloAlto.org
Approve
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/8/2021 11:29:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/7/2021 2:00:22 PM
Certified Delivered Security Checked 1/8/2021 11:28:31 AM
Signing Complete Security Checked 1/8/2021 11:28:56 AM
Completed Security Checked 1/8/2021 11:29:03 AM
Payment Events Status Timestamps
COPIED
COPIED
LICENSE AGREEMENT
BETWEEN
THE COUNTY OF SANTA CLARA AND CITY OF PALO ALTO
This License Agreement (“Agreement”) is entered into as of the last date signed by all Parties below
(the “Effective Date”) by and between the County of Santa Clara, a political subdivision of the State of
California (“County”) and City of Palo Alto, a California municipal corporation (“Licensee”). County and
Licensee are each a “Party”, and collectively are “Parties”, to this Agreement, as referred to herein.
RECITALS
WHEREAS, the Licensee is a California municipal corporation which will be engaging in a construction project related to Licensee’s Public Safety Building located at 250 Sherman Avenue, Palo
Alto, California (the “City Public Safety Building”); and
WHEREAS, to further serve the public interest, County desires to license to Licensee certain space located at 270 Grant Avenue, Palo Alto, commonly referred to as the Santa Clara County’s Court
House (the “Property”), which space is marked on Exhibit A attached hereto, (the “Premises”), for accommodations and storage for Licensee’s contractor in connection with the construction on the City Public Safety Building, at for the rental fee set forth below; and
WHEREAS, pursuant to Ordinance Code Section A21-14, and finding that a conveyance of an interest in the County’s real property would be in the public interest and would not substantially conflict
or interfere with the County’s use of the property, the Director of Facilities and Fleet Department may execute license agreements in favor of the city. Such agreements shall have a minimum duration of three years, shall not be renewable, and shall be subject to termination by the respective director on written
notice of the licensee.
NOW THEREFORE for good and valuable considerable as provided for herein, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties agree to the foregoing and the
following:
1. The Premises. The “Premises” shall have the meaning set forth in the Recitals above.
2. The Term. For a term from October 1, 2020 through and including May 31, 2023 (the "Term"), County hereby grants Licensee a limited, revocable, non-exclusive, non-assignable and temporary license, subject to all of the terms and conditions contained herein, to use the
Premises solely for accommodations and storage for Licensee’s contractor in connection with the construction on the City Public Safety Building (the “Event”). For emergency purposes, County may temporarily cancel or discontinue Licensee’s use of the Premises without advance notice. For any discontinuances totaling three (3) or more days in a calendar month, the license fee paid by the City shall be reduced on a pro-rated basis. In addition, either party may terminate this Agreement for convenience upon ten (10) days prior written notice. Upon cancellation, termination or expiration of this Agreement, Licensee shall ensure for
itself and for all vendors, guests, visitors, contractors, subcontractors, agents and representatives, that the Premises are immediately surrendered to County in as good or better condition as of the Effective Date of this Agreement, reasonable wear and tear excepted. Should Licensee fail to
remove or dispose of personal property at the end of the Term or earlier termination of this
Attachment E
Agreement, County may consider the property abandoned and may claim proper title to it or dispose of it at Licensee’s expense.
3. Use of Premises. Licensee covenants, represents, warrants and agrees that all of the
following terms and conditions shall be met at all times during the Term: a. During the Term, the Premises will be used solely for the Event (the "Permitted Use").
b. Licensee hereby accepts the Premises for use in its "AS-IS" "WHERE-IS" "WITH
ALL FAULTS" condition. The County shall not have any obligation to make any alterations, repairs, maintenance or improvements to the Premises prior to the commencement of the Term or at any time thereafter. c. Other than in connection with the Permitted Use, Licensee will not, nor will
Licensee allow anyone else to, park on, remove, relocate, alter, attach anything to,
or otherwise modify the Premises, without the prior written consent in each instance of the County, which consent may be granted or withheld in the County's sole and absolute discretion. d. Licensee shall at all times maintain the Premises, in good repair and in a clean,
neat, sanitary and safe condition in a manner fully compliant with all
applicable laws, regulations, permits and standards. e. Licensee shall not allow or authorize the storage of any trash, debris or refuse in or around the Premises. Licensee shall not permit any debris to remain, become an obstruction to, or exist on or about the Premises.
f. Licensee will not permit nor perform any noxious or offensive business, trade
or occupation in, on or near the Premises, and will not permit the Premises to be occupied or used for any immoral or illegal purpose. g. Licensee shall obtain, maintain and pay for all permits and licenses that may be or are required for the use of the Premises by Licensee and for any work on or
reconfiguration of the Property.
h. Licensee shall provide and pay for its own power and utilities, if necessary, to operate on the Premises. i. Licensee shall be permitted to alter the physical area of the Premises and portions of the Property as may be necessary in connection with the Permitted Use and as
may be required in connection with the temporary reconfiguration of the
Property’s parking lot to allow for the Permitted Use, which is anticipated to include (i) eliminating certain parking spaces for bus ingress and egress and (ii) adding a temporary vehicle entrance from Park Avenue; provided, however, any such alterations shall be subject to the prior written approval of the County of the plans, specifications, and scheduling for such alterations and subject to the other
terms of this Agreement. Licensee shall be responsible, at Licensee’s sole cost and expense, for restoring the Property, including outside the Premises area, to its original condition at the end of the Term.
4. Consideration.
a) Fee. In consideration for the use of the Premises under this Agreement, Licensee agrees to
pay County a fee of $4,140 per month. This fee is based on a calculation by the County’s Facilities and Fleet Department (the “Department”) of the fair market value $180 a month per parking stall multiplied by the number of parking spaces on the Property which are not
available for the County’s or other’s use due to Licensee’s use of the Premises. The Premises takes up twenty (20) parking spaces, and because of certain reconfiguration of traffic through the Property, the Property also has three (3) fewer spaces outside the
Premises area available. The license fee shall be paid to the County in advance on the first day of each month. Licensee shall be solely and exclusively responsible for all costs, fee, permits, liabilities, expenses, and other obligations for parking management, security,
maintenance, clean-up, traffic management, noise management, enforcement, and options, including all labor, equipment, materials and liability insurance. In the event of a holdover of occupancy of Premises beyond the Term, such occupancy shall be that of a month to month tenancy and Licensee shall pay an amount equal to the amount of the fee due for the period immediately preceding the holdover.
b) Security Deposit. None. 5. Insurance. Licensee and Licensee’s contractors and subcontractors performing or
carrying out the Permitted Use shall at its/their own expense, but for the mutual benefit of County and Licensee, maintain the insurance specified in Exhibit B, attached hereto. 6. Waiver, Indemnity, Limitation on Liability. Licensee covenants, warrants, represents and
agrees that:
a) To the fullest extent permitted by law, and as a material part of the consideration to County for granting the license, excluding any Claims that are the result of the gross negligence or
willful misconduct of County, Licensee hereby forever releases County and all officers, agents and employees from responsibility and liability for, waive entire claim of recovery for, and assumes all risk of: (i) damage to property or injury to persons (including death) in,
at or on the Premises from any cause whatsoever during the Term; (ii) damage to property or injury to persons (including death) as a result of events occurring outside or in the vicinity of the Premises during the Term; and (iii) business or meeting interruption or other consequential damages. No defense, indemnification or hold harmless obligations hereunder shall relieve any insurance carrier of its obligations under any insurance policies carried by any Party or third party pursuant to this Agreement. This waiver shall survive the expiration, termination or cancellation of this Agreement. The County shall be entitled to recover its reasonable attorney’s fees and court costs incurred in enforcing this waiver, defense and
hold harmless obligations. b) Licensee accepts and acknowledges that it or they may have rights under California Civil
Code § 1542 which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Licensee, however, hereby assumes the unknown or unanticipated risks associated with this Agreement, and upon advice of counsel, Licensee does hereby knowingly waive any and all
rights and protections under California Civil Code Section 1542, as well as any similar applicable law of any local, state or territory of the United States.
c) Licensee shall also indemnify, defend, save and hold harmless County as set forth in Exhibit B attached hereto.
d) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT ALLOWED BY LAW, THE COUNTY AND ITS OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT OR NEGLIGENCE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. 7. Real Estate Provisions. a. No Lease. No legal title, leasehold interest or other interest in or to the Premises
or appurtenances thereto shall be construed to have been created or vested in
Licensee or any of Licensee’s employees, officers, managers, contractors, subcontractors, agents, representatives or affiliates (collectively, “Licensee Representatives”) as a result of this Agreement, or the use or occupancy of the Premises by Licensee or anyone else. IF APPLICABLE, LICENSEE WAIVES
ANY AND ALL RIGHTS OFFERED TO TENANTS OF COMMERCIAL
REAL PROPERTY UNDER FEDERAL, STATE AND LOCAL LAWS AND ORDINANCES, INCLUDING BUT NOT LIMITED TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 1161 AND FOLLOWING.
b. Mechanics Liens. Licensee shall not allow any mechanic’s or other liens to be
made against the Premises and shall indemnify and save harmless County against all costs, liabilities, suits, claims and demands, including legal fees and court costs, resulting from any such liens.
c. Assignment or Subletting. This Agreement may not be assigned, sublet, licensed,
transferred, mortgaged, encumbered, or otherwise disposed of, without the prior written approval of the County, which consent may be granted or withheld in County’s sole and absolute discretion.
d. No Smoking-Policy. Smoking is prohibited anywhere on or in the Premises.
Licensee shall enforce and shall ensure that all Licensee Representatives enforce this no smoking requirement anywhere on or in the Premises during the Term.
e. Prohibition of Alcohol. Sale, distribution, promotion, advertising and use of any type of alcohol is strictly prohibited.
f. Accessibility Standards Notice. As may be required by Section 1938(a) of the California Civil Code, County discloses to Licensee that the Premises have not undergone inspection by a certified access specialist (“CASp”). As required by
Section 1938(e) of the California Civil Code, County also states that: “A CASp can inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from
obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related
accessibility standards within the Premises.” Any CASp inspection elected to be conducted by Licensee shall be done at Licensee’s sole cost and expense, and to the extent that a CASp inspection identifies any necessary repairs to correct violations of construction-related accessibility standards, Licensee shall be responsible to correct such violations.
g. Hazardous Materials. Licensee and the Licensee Representatives shall not cause, nor shall Licensee or Licensee Representatives allow anyone to cause, any Hazardous Material (as defined below) to be sold, offered for sale, released,
brought upon, kept, used, stored, generated or disposed of in, on or about the
Premises. All waste, including any Hazardous Waste, generated as a result of the operation shall not be left, stored or disposed of on the Premises. For purposes hereof, “Hazardous Material” means, but is not limited to, material that, because of its quantity, concentration or physical or chemical characteristics, is at any time
now or hereafter deemed by any federal, state or local governmental authority to
pose a present or potential hazard to public health, safety, welfare or the environment, including but not limited to consumer safety and health. The meaning of “Hazardous Material” as used herein also includes, without limitation, any material or substance defined as a “hazardous substance, pollutant or
contaminant” pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq., or pursuant to Section 25316 of the California Health & Safety Code; a “hazardous waste” listed pursuant to Section 25140 of the California Health & Safety Code; any asbestos and asbestos containing materials whether or not such
materials are part of the Premises or are naturally occurring substances in the
Premises; any chemical, content or product failing to meet the applicable standards imposed by regulation or other law falling within the jurisdiction of the U.S. Consumer Product Safety Commission, the U.S. Department of
Transportation, the U.S. Environmental Protection Agency, the U.S. Federal Trade Commission, the U.S. Food and Drug Administration, U.S. Department of Agriculture, or any local or state agency or department of equivalent or similar
jurisdiction or authority; and/or any other similarly regulated product, substance or chemical containing regulated levels of lead, phthalates, bloodborne pathogens, bio-waste, medical waste, pesticides, those products for which a pesticidal claims is made, and/or pharmaceuticals. The meaning of Hazardous Material, as used herein, shall also include any petroleum, including, without limitation, crude oil
or any fraction thereof, natural gas or natural gas liquids. Notwithstanding the foregoing, Licensee may use reasonable amounts of cleaning supplies in connection with the Permitted Use and may have fuel in its vehicles in standard amounts necessary to operate the same, in compliance with applicable law.
h. OFAC. Licensee represents, warrants and agrees that at times herein: (i) neither Licensee nor any of the Licensee Representatives are acting or will act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked
person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (ii) neither Licensee nor any of the Licensee Representatives is or are engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or
nation. i. No Relocation Assistance. It is understood that this Agreement is intended to give Licensee a temporary use of the Premises and that Licensee shall not be
entitled to relocation benefits, assistance, damages (liquidated or otherwise),
costs, claims or fees from County upon expiration, termination or cancellation of this Agreement. j. Possessory Interest Tax. Licensee acknowledges that its interest in and/or use of
the Premises may be subject to possessory interest taxation and that such taxation
shall be Licensee’s sole responsibility and liability. 8. County Provisions.
a. Relationship of County and Licensee. The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render County and Licensee or County and any of the Licensee Representatives as joint venture’s, partners, associations, master-servant, agents, a joint enterprise, employer-employee, lender-borrower or contractors of each other or of any of
their representatives. Licensee’s status, as well as the status of the Licensee Representatives, shall be in an independent capacity and not as an employee or agent of the County.
b. Prevailing Wage. Licensee acknowledges and agrees that construction or improvement work performed under this Agreement may be considered a public
work within the meaning of California Labor Code Section 1720 and that the requirements of Section 1771, et. seq. apply to such public work. Licensee is solely responsible and liable for ensuring compliance with all applicable prevailing wage laws.
c. County Regulatory Authority. Licensee understands, acknowledges, accepts and agrees that County is entering into this Agreement in its capacity as a property owner with a proprietary interest in the Premises and not as a regulatory agency with police powers. Nothing herein shall limit in any way Licensee's obligation to obtain any required regulatory approvals from County departments, boards or
commissions or other governmental regulatory authorities or limit in any way County's exercise of its police powers. d. Wage Theft Prevention. Licensee, and any the Licensee Representatives it employs or contracts with to complete work under this Agreement, must comply
with all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and any local Minimum Wage Ordinance or Living Wage Ordinance. If Licensee is found by a court or by final administrative action of an investigatory government agency to have violated applicable wage and hours
laws, in the five years prior to or during the term of this License, such violation will be considered a material breach of this License and may serve as a basis for Licensee to terminate this License.
e. Nondiscrimination. Licensee and each of the Licensee Representatives shall
comply with all laws and County of Santa Clara policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964, as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of
1973 (Sections 503 and 504); California Fair Employment and Housing Act
(Government Code Sections 12900 et sea.); California Labor Code sections 1101 and 1102. Licensee and each of the Licensee Representatives shall not discriminate against any contractor, subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion,
sex/gender, sex or gender identity, sexual orientation, mental disability, physical
disability, medical condition, political beliefs, organization affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation, nor shall Licensee or any of the Licensee Representatives
discriminate in the provision of services provided under this License because of
age, race, color, national origin, ancestry, religion, sex/gender, sex or gender identity, sexual orientation, mental disability, physical disability, medical
condition, political beliefs, organizational affiliations, or marital status. 9. Miscellaneous.
a. Notices. All notices which are required to be given hereunder, or which either Party may wish to give, shall be in writing and shall be served either by personal delivery or by certified or registered mail, postage prepaid, addressed as follows
(or to such other place(s) as such Party may designate by written notice):
To County:
County of Santa Clara Facilities and Fleet Department Attn: Property Management 2310 North First St., 2nd Floor Ste. 200 San Jose, CA 95131 To Licensee:
250 Hamilton Avenue Palo Alto, CA 94301
Mark.hur@cityofpaloalto.org (650) 329-2520
b. Joint and Several; Covenants and Conditions. If Licensee consists of more than one person or entity, the obligations of all such persons or entities shall be joint
and several. Each provision to be performed by Licensee hereunder shall be
deemed to be both a covenant and a condition. c. No Third-Party Rights. This Agreement does not, and is not intended to, confer
any rights or remedies upon any person or entity other than the Parties.
d. Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party shall be in writing and shall apply to the
specific instance expressly stated.
e. Governing Law; Exclusive Jurisdiction. This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of
the State of California. Proper venue for legal action regarding this Agreement
shall be in the County of Santa Clara. f. Counterparts; Electronic/Digital Signatures. This Agreement may be executed in
any number of counterparts, and all of such counterparts so executed together
shall be deemed to constitute one and the same agreement, and each such
counterpart shall be deemed to be an original provided all of the Parties have fully executed this Agreement. Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of this Agreement, or an electronically
signed Agreement, has the same force and legal effect as the Agreement executed with an original ink signature. The term “electronic copy of this Agreement” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of the original signed Agreement in a portable document format. The term “electronically signed Agreement” means the Agreement that is executed by
applying an electronic signature using technology approved by the County.
g. Construction. This Agreement constitutes the final, complete and exclusive statement of the terms of the agreement between the Parties. It incorporates and
supersedes all the agreements, covenants and understandings between the Parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the Parties or their agents shall be valid or enforceable unless embodied in this Agreement.
This Agreement may only be amended by a written instrument signed by the Parties. h. Signing Authority. By signing this Agreement, each signatory for a Party
warrants and represents that he/she executed this Agreement in his/her authorized
capacity, that he/she has the authority to bind the entity or person for whom he/she signs to contractual obligations and that, by his/her signature, the entity or person on behalf of which he/she acted executed this Agreement.
i. Survival. Those Sections and provisions that by their nature should survive termination, cancellation or expiration of this Agreement, shall so survive, including but not limited to Sections 6 through 9, inclusive.
/// SIGNATURES FOLLOW ON NEXT PAGE ////
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates provided
below.
COUNTY: County of Santa Clara, a political
subdivision of the State of California
By: ____________________________
Name:
Title:
Date:______________
APPROVED AS TO FORM AND LEGALITY:
_______________________________________ Name: Karen Willis Title: Deputy County Counsel
LICENSEE: City of Palo Alto, a California
municipal corporation By: __________________________________
Name: Title:
Date:______________
EXHIBIT A – DESCRIPTION OF PREMISES
270 Grant Avenue
SANTA CLARA COUNTY COURTHOUSE LOT A
5 spaces added at
existing entrances
for duration of
agreement
Temporary entry
created at Park Blvd – requires regrading and
utility coordination
1. EXHIBIT B – INSURANCE REQUIREMENTS FOR
USE OF COUNTY FACILITIES
Indemnity
The Licensee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter
"County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out
of, or in connection with, performance of this Agreement by Licensee excepting only loss, injury or
damage caused by the gross negligence or willful misconduct of personnel employed by the County. It is
the intent of the Parties to this Agreement to provide the broadest possible coverage for the County. The
Licensee shall reimburse the County for all reasonable costs and attorneys' fees, incurred with respect to
any litigation in which the Licensee is obligated to indemnify, defend and hold harmless the County under
this Agreement whether or not the County prevails in and does not prevail in that contest.
Insurance
Without limiting the Licensee's indemnification of the County, the Licensee shall provide and maintain at
its own expense, during the term of this Agreement, or as may be further required herein, the following
insurance coverages and provisions:
A. Evidence of Coverage
Prior to issuance of an agreement for Permitted Use of County Facilities, the Licensee shall
provide a Certificate of Insurance certifying that coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the certificate. In
addition, a certified copy of the policy or policies shall be provided by the Licensee upon request.
This verification of coverage shall be sent to the requesting County department, unless otherwise
directed. The Licensee shall not be approved to use a County Facility until it has obtained all
insurance required and such insurance has been approved by the County. This approval of
insurance shall neither relieve nor decrease the liability of the Contractor.
B. Qualifying Insurers
All coverages shall be issued by companies which hold a current policy holder's alphabetic and
financial size category rating of not less than A- V, according to the current Best's Key Rating
Guide or a company of equal financial stability that is approved by the County's Insurance
Manager.
C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the
specified County insurance requirements without 30 days' prior written notice of such
cancellation or change being delivered to the County of Santa Clara or their designated agent.
D. Insurance Required
1. Commercial General Liability insurance policy shall be equivalent to or greater than
Insurance Services Office, Inc. (ISO) Form number CG 00010798 and include bodily
injury (including death) and property damage coverage and have limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $1,000,000
d. Personal Injury - $1,000,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which shall
be provided to the County:
Additional Insured Endorsement shall be equivalent to or greater than ISO form
number CG 20261185, and shall read:
“County of Santa Clara, and members of the Board of Supervisors
of the County of Santa Clara, and the officers, agents, and
employees of the County of Santa Clara, individually and
collectively, as additional insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary
insurance, and other insurance maintained by the County of Santa Clara, its officers,
agents, and employees shall be excess only and not contributing with insurance provided
under this policy. Public Entities may also be added to the additional insured
endorsement as applicable and the contractor shall be notified by the contracting
department of these requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of
not less than one million dollars ($1,000,000) combined single limit per occurrence
applicable to all owned, non-owned ad hired vehicles.
5. Workers’ Compensation and Employer’s Liability Insurance
a. Statutory California Workers’ Compensation coverage including broad form all-
states coverage.
b. Employers’ Liability coverage for not less than one million dollars ($1,000,000) per
occurrence.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Contractor and any approval of said insurance by the County or its
insurance consultant(s) are not intended to and shall not in any manner limit or qualify
the liabilities and obligations otherwise assumed by the Contractor pursuant to this
Agreement, including but not limited to the provisions concerning indemnification.
2. The County acknowledges that some insurance requirements contained in this Agreement
may be fulfilled by self-insurance on the part of the Contractor.
However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractor’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self - insurance retentions.
CERTIFICATE OF COVERAGE
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM(S) OF COVERAGE BELOW.
THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S).
IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE MEMORANDUM(S) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S).
NAMED COVERED PARTY
PROGRAM AFFORDING COVERAGE
A:
B:
C:
COVERAGES
THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFECT.
JPALTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVEDATE (MM/DD/YY)COVERAGE EXPIRATIONDATE (MM/DD/YY)LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $
CLAIMS MADE OCCUR MED EXPENSE (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN’L AGGREGATE LIMIT APPLIES PER:PRODUCTS-COMP/OP AGG $
MEMOR-ANDUM PROJECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea accident)
$
ANY AUTO $
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNED AUTOS
WORKERS’ COMPENSATION ANDEMPLOYERS LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE/OFFICER/MEMBEREXCLUDED?
IF YES, DESCRIBED UNDER SPECIAL PROVISION BELOW
WCSTATUTORYLIMITS
OTHER
E.L. EACH ACCIDENT $
E.L. DISEASE – EA EMPLOYEE $
E.L. DISEASE – POLICY LIMIT $
OTHER
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL/PROVISIONS
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE PROVISIONS.
AUTHORIZED REPRESENTATIVE
DATE (MM/DD/YYYY) 10/26/2020
Alliant Insurance Services, Inc.100 Pine Street, 11th floorSan Francisco CA 94111
ACCEL - City of Palo Alto250 Hamilton AvenuePalo Alto CA 94301
ACCEL
A Public Entity Liability ACC2021PAL171 7/1/2020 7/1/2021 $1,000,000$1,000,000 Per OccS.I.R.
If required by written contract with the Named Covered Party, County of Santa Clara and members of the Board of Supervisors of the County of SantaClara and the officers, agents and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties asrespects Parking License Agreement Between City of Palo Alto and Santa Clara County for Palo Alto Court House, located at 270 Grant Avenue, PaloAlto.
Auto Liability is included in the Public Entity Liability Limits.
Subject to policy terms, conditions and exclusions.
Santa Clara County, Facilities and Fleet DepartmentAttn: Property Management2310 North First St, 2nd Floor Ste. 200San Jose CA 95131
I
--D -
n n n -----u LJ
A Joint Powers Authority
ACCEL Authority for California Cities Excess Liability
c/o Alliant Insurance Services
Corporation Insurance License No. 0C36861
100 Pine Street, 11th Floor, San Francisco, CA 94111
www.accelpool.org
AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL)
A JOINT POWERS AUTHORITY
EXCESS LIABILITY COVERAGE
ADDITIONAL COVERED PARTY ENDORSEMENT
It is understood and agreed that in accordance with Section III. WHO IS A COVERED PARTY paragraph D. that
the following person or organization named below is included as an additional covered party for Bodily Injury and
Property Damage, but only with respect to facilities or personal property owned by such person or organization and
used by the Member Agency or for liability arising out of operations performed by or on behalf of the Member
Agency for such person or organization so designated.
Additional Covered Party
Limit of Liability
Description of Activity or Location of Facilities Used
Santa Clara County $ 1,000,000 If required by written contract with the Named Covered Party,
County of Santa Clara and members of the Board of
Supervisors of the County of Santa Clara and the officers,
agents and employees of the County of Santa Clara,
individually and collectively are covered as Additional
Covered Parties as respects Parking License Agreement
Between City of Palo Alto and Santa Clara County for Palo
Alto Court House, located at 270 Grant Avenue, Palo Alto.
Auto Liability is included in the Public Entity Liability
Limits.
Subject to policy terms, conditions and exclusions.
Notwithstanding any requirement, term or condition of any contract or agreement to which this coverage may apply,
the coverage afforded an additional covered party shall be subject to all the terms, exclusions and conditions of this
Memorandum of Excess Liability Coverage (07/20) as otherwise applicable.
This endorsement is part of the Memorandum of Excess Liability Coverage (07/20) and is effective on the date
shown below.
All other terms and conditions remain unchanged.
Policy Period: July 1, 2020 to July 1, 2021
Member Agency: City of Palo Alto
Endorsement No.: 2021-PAL-028
Issued to: Santa Clara County
Facilities and Fleet Department
Attn: Property Management
2310 North First St, 2nd Floor Ste. 200
San Jose, CA 95131
Date Issued: October 26, 2020
Authorized Representative for ACCEL
Alliant Insurance Services, Inc.
ISSUE DATE
10/26/2020CERTIFICATE OF COVERAGE
PUBLIC RISK INNOVATION,
SOLUTIONS AND MANAGEMENT
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY
OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS
CERTIFICATE OF COVERAGE DOES NOT CONSTITITUE A CONTRACT BETWEEN THE
ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDERC/O ALLIANT INSURANCE SERVICES, INC.
PO BOX 6450
NEWPORT BEACH, CA 92658-6450
PHONE (949) 756-0271 / FAX (619) 699-0901
Coverages
THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE AND POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER
NAMED ABOVE FOR THE PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR
OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED
BY THE MEMORANDUMS AND POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF
SUCH MEMORANDUMS AND POLICIES.
CO
LTR TYPE OF COVERAGE MEMORANDUM/
POLICY NUMBER
COVERAGE EFFECTIVE DATE COVERAGE EXPIRATION DATE LIABILITY LIMITS
Cancellation
AUTHORIZED REPRESENTATIVE
Public Risk Innovation, Solutions and Management
Member:
Certificate Holder
COVERAGE
AFFORDED BY:
COVERAGE
AFFORDED BY:
COVERAGE
AFFORDED BY:
COVERAGE
AFFORDED BY:
A - See attached schedule of insurers
B
C
D
AS RESPECTS EVIDENCE OF COVERAGE FOR PARKING LICENSE AGREEMENT BETWEEN CITY OF PALO ALTO AND SANTA CLARA COUNTY
FOR PALO ALTO COURT HOUSE LOCATED AT 270 GRANT AVENUE, PALO ALTO.
AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY
(ACCEL) CITY OF PALO ALTO
ATTN: SANDRA BLANCH, RISK MANAGER
250 HAMILTON AVE.
PALO ALTO, CA 94303
SANTA CLARA COUNTY
FACILITIES AND FLEET DEPARTMENT
ATTN: PROPERTY MANAGEMENT
2310 NORTH FIRST ST, 2ND FLR STE 200
SAN JOSE, CA 95131
LICENSE #0C36861
07/01/2020 07/01/2021 WORKERS' COMPENSATION:
WC-3558
CERTIFICATE NO.
$750,000 Retention
Retention
Description of Operations/Locations/Vehicles/Special Items:
LIMITS APPLY PER OCCURRENCE FOR ALL PROGRAM MEMBERS COMBINED.
SANTA CLARA COUNTY
A
IMPORTANT: If the certificate holder is requesting a WAIVER OF SUBROGATION, the
Memorandums of Coverage must be endorsed. A statement on this certificate does not confer
rights to the certificate holder in lieu of such endorsement(s).
EXCESS WORKERS’
COMPENSATION &
EMPLOYER’S LIABILITY
Difference between Statutory and Member's
Difference between
$5,000,000 and Member’s
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGE/POLICIES
BE CANCELLED BEFORE THE EXPIRATION THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE/POLICIES PROVISIONS.
See attached
Schedule of
Insurers for policy
numbers
EMPLOYERS' LIABILITY:
ACCEL09
AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL)
CITYOF PALOALTO
I I
~~
PUBLIC RISK INNOVATION, SOLUTIONS AND MANAGEMENT
EXCESS WORKERS' COMPENSATION PROGRAM
AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) CITY OF PALO ALTO
Public Risk Innovation, Solutions
and Management
PROVIDER MEMORANDUM /
POLICY NUMBER
LIMIT
PRISM PE 20 EWC-04
Liberty Insurance Corporation
Workers’ Compensation:
$50,000,000
(Difference between $50,000,000 and the
individual member’s retention)
Employers’ Liability:
(Difference between $5,000,000 and the
individual member’s retention)
each accident/each employee
for disease
$5,000,000 each accident/each employee
for disease
Statutory each accident/each employee
for disease excess of
$50,000,000
2020/2021 SCHEDULE OF INSURERS
EWC-444785-010
PARKING LICENSE TEMPLATE THIS PARKING LICENSE (“License”) is entered into the ____ day of ________, 20__ (“Effective Date”), by and between the PENINSULA CORRIDOR JOINT POWERS BOARD (JPB), a California joint powers authority (“Agency”), and the City of Palo Alto, a municipal
corporation (“Licensee”).
1. Parking Spaces.
Subject to the terms and conditions set forth herein, Agency hereby Licenses to Licensee, and Licensee licenses from Agency, 44 interchangeable JPB parking permits for use within the south end of the California Avenue Caltrain Parking Lot (the “Parking Spaces”), as depicted in
Exhibit A, which is attached hereto and incorporated herein by this reference.
2. Effective Date.
This License will take effect on ____________, 20___ (“Effective Date”). 3. Term.
This License is terminable by Agency immediately upon the occurrence of an
event of default as provided in Section 21 below, or by either party without cause on 30 days’ advance written notice to the other. 4. Termination for Transit Activities.
Licensee acknowledges that it takes this License with the express knowledge that Agency may conduct Transit Activities on, around, under or over the Parking Spaces.
Transit Activities include, but are not limited to, any activities relating to the study, design, development, construction, maintenance, operation, mapping, testing, or surveying of transportation systems (collectively “Transit Activities”). In the event Agency determines that it needs to obtain possession of all or a portion of the Parking Spaces, or needs to place restrictions on Licensee’s use of the Parking Spaces, Agency will give Licensee no less than thirty (30)
days’ notice prior to the date Licensee must vacate the Parking Spaces, a portion of the Parking Spaces or restrict the Permitted Use (“Surrender Date”). If Agency only uses a portion of the Parking Spaces, this License will continue in full force except that Rent will be reduced in proportion by such part of the Parking Spaces rendered unusable by Licensee for the conduct of its business; provided, however, that the entire Parking Spaces will be deemed unusable if the
extent and nature of the transit activities substantially impairs Licensee’s use of the balance of the Parking Spaces and this License will terminate. If Agency requires the entire Parking Spaces or its Transit Activities substantially impairs Licensee’s Permitted Use, on or before the Surrender Date, Licensee must peaceably surrender possession of the Parking Spaces and this License will be deemed terminated except for those terms intended to survive termination.
LICENSEE HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE BENEFITS UNDER FEDERAL AND STATE UNIFORM RELOCATION ACTS (UNITED STATES CODE TITLE 42, SECTION 4601 ET SEQ.; CALIFORNIA GOVERNMENT CODE
Attachment F
SECTION 7260 ET SEQ.) AS A RESULT OF AGENCY’S USE OR POSSESSION OF ANY
PORTION OF THE PARKING SPACES.
Licensee
5. Use.
The Parking Spaces may be used by Licensee solely and exclusively for Permit Parking within the Parking Spaces (“Permitted Use”). Vehicles with parking placards that are not parked in designated spots will be cited. Licensee may not use the Parking Spaces for any use other than the Permitted Use without Agency’s prior written consent, which consent may be withheld by
Agency in its sole discretion.
(a) Restrictions on Use.
Licensee may not permit any damage, nuisance or waste on the Parking Spaces; nor permit to be placed upon the Parking Spaces any gasoline, diesel fuel, oil, other petroleum products, or any hazardous or explosive material, waste or substance. (b) Compliance with Laws.
Licensee, at Licensee’s expense, will at all times during the License Term comply with all applicable laws, regulations, rules and orders with respect to Licensee’s use and/or improvement of the Parking Spaces, regardless of their effective date. (c) Prior Rights.
This License is made subject to all licenses, leases, easements, restrictions, conditions, covenants, encumbrances, liens, and claims of title that may affect Parking Spaces in effect as of the Effective Date of the License. The word “License” may not be construed as a covenant against the existence of any of these.
6. Condition of Parking Spaces.
(a) “AS IS” License .
Agency Licenses the Parking Spaces to Licensee on an "AS IS" with all faults basis,
and Licensee acknowledges that Agency has made no representations of any kind in connection with physical conditions on the Parking Spaces, or bearing on Licensee’s use of the Parking Spaces, whether express or implied. (b) Inspections.
Licensee is solely responsible for conducting any inspections it may deem necessary or
appropriate in determining whether to enter this License. Licensee acknowledges that Agency has made no representations and warranties regarding the Parking Spaces, whether express or implied, and that Licensee has relied on its own inspections and examinations in entering into this License. As of the Effective Date, Licensee will be deemed fully satisfied with the results of
all of the inspections and examinations contemplated in this Section 6 and Licensee be deemed to
have accept the Parking Spaces “AS IS” with all faults.
7. Rent
Commencing as of the Effective Date, Licensee will pay to Agency as payment for the Parking Spaces the sum of $100 per parking space (“Rent”). Rent is payable monthly in advance to Agency on the first day of each month, in lawful money of the United States, at the address set forth in Section 11 below, without deduction, setoff, prior notice or demand of any kind. If the
Effective Date of this License is other than the first day of the calendar month, Rent will be
prorated for the fractional month and the Rent for said fractional month, together with the Rent for the first full month will be payable in advance upon execution of this License.
8. Rental Adjustments. N/A
9. Security Deposit.
The security deposit will be waived for this License.
10. Late Charges; Interest.
(a) Late Charges. N/A
(b) Interest. N/A
(c) Taxes. N/A 11. Notices.
All notices, payments, or other communications by either party to the other under this License shall be in writing and shall be deemed to have been given or made on the date of service if served personally or on the second business day after mailing if mailed to the party to
which notice is to be given by first class mail, postage prepaid and properly addressed as follows: To Agency: Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue P.O. Box 3006 San Carlos, CA 94070
Attention: Property Manager To Licensee: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301
Attention: Property Manager herein.
Either party may change its address by providing written notice to the other as provided
12. Alterations.
Licensee shall not make or suffer to be made any alterations, additions or improvements (collectively "Alterations") in, on, or to the Parking Spaces without the prior
written consent of Agency.
13. Option to Renew. N/A
14. Utilities. N/A
15. Maintenance and Repair. N/A
16. Liens.
Licensee shall not permit any mechanics’ or materialmen’s liens, stop orders or other liens (collectively, “Liens”) to be filed against the Parking Spaces nor against Licensee’s interest therein by reason of labor or materials furnished to the Parking Spaces at Licensee’s instance or
request. If any such liens are filed against the Parking Spaces, Licensee shall cause the same to
be discharged of record either by payment of the claim or by posting and recording the bond contemplated by California Civil Code Section 3143, within 20 days after demand by Agency. Licensee shall indemnify, hold harmless, and defend Agency from and against any such liens. 17. Indemnification.
Licensee shall indemnify, defend and hold harmless Agency and its member agencies (the
San Mateo County Transit District, the City and County of San Francisco and the Santa Clara Valley Transportation Authority) and their respective directors, officers, employees, agents, contractors, any other person acting on Agency’s behalf, and their successors and assignees, as they now or as they may hereafter be constituted, singly, jointly or severally (collectively,
"Indemnitees") from and against any and all liabilities, penalties, losses, damages, costs, loss of
rent, expenses, demands, causes of action, claims or judgments (collectively, “Liabilities”) arising out of or in connection with (a) the use, of the Parking Spaces by Licensee, (b) any act, omission or neglect of Licensee, Licensee’s officers, employees, agents, servants, sub-Licensees, concessionaires, contractors or visitors, and/or (c) any breach or default by
Licensee of any of the terms, covenants or conditions of this License; provided, however that
with respect to any Liability under sub-sections (a) and/or (b) above, Licensee shall not be obligated to indemnify any Indemnitee for any Liability caused by the gross negligence or willful misconduct of that Indemnitee. The duty to defend established herein shall include payment of all legal costs and charges, including reasonable attorney’s fees, and shall remain in
effect notwithstanding any claim of gross negligence or willful misconduct by Licensee against
any Indemnitee. Licensee waives any and all rights to any type of express or implied indemnity against Agency, its directors, officers or employees. The provisions of this Section shall survive the expiration or termination of this License. 18. Environmental Impairment.
A. The term “Hazardous Materials” shall mean any substance or material that is
designated defined or described as a "hazardous materials," "hazardous substances," "hazardous wastes," “toxic substances,” or “toxic waste” in or under any federal, state or local law, rule or
regulation, whether in effect now or enacted in the future (collectively "Hazardous Materials").
The term “Hazardous Materials Release” shall mean the use, disposal, presence or release of
Hazardous Materials from, in, on or under the Property, unless such use, disposal, presence or release was conducted in compliance with all applicable laws, rules and regulations and it will not
create any liability for Agency now or in the future, or it has been explicitly approved in writing by Agency. B. If Licensee releases any Hazardous Materials Release in, on, under or about the Parking Spaces during the Term, Licensee shall immediately give Agency written notice thereof. Licensee shall indemnify, hold harmless, and defend each and all of the Indemnitees from
and against all liability, claims, damages, loss, costs and expenses (including, without limitation, any fines, penalties, judgments, litigation costs, attorneys’ fees, and consulting, engineering and construction costs) (collectively “Claim”) suffered or incurred by such Indemnitees or any of them as a result of any release of Hazardous Materials by Licensee. Notwithstanding the foregoing, to the extent that a Hazardous Materials Release was caused, or exacerbated, by the
activities of any of Indemnitees, Licensee shall have no obligation to indemnify, hold harmless and defend any of the Indemnitees as set forth in this paragraph. The provisions of this Section shall survive the expiration or termination of this License. 19. Insurance.
Licensee is self-insured. As a result, Licensee shall be permitted to self-insure for its
activities on the Parking Spaces during the License Term. At Agency’s request, Licensee will
provide a letter or certificate of self-insurance indicating that Licensee’s is a self-insured entity.
If Licensee ever determines not to self-insure for any or all of the coverages set forth below, Licensee will be required to procure and maintain at its sole cost and expense any of the following insurance coverage not subject to its self-insurance program subject to all of the requirements set forth below. Such insurance shall remain in full force and effect throughout
the term of the License. In the event Licensee procures excess or umbrella coverage to
maintain certain requirements outlined below, these policies shall also satisfy all specified endorsements and stipulations, including provisions that the Licensee’s insurance be primary without any right of contribution from the JPB. Prior to commencement of the License and during the entire term of the License, including any extensions or holdover periods, Licensee
shall provide the JPB’s authorized insurance consultant, Insurance Tracking Services, Inc.,
with satisfactory evidence of compliance with the insurance requirements of this section, by submitting such evidence of compliance to the address indicated below. (a) MINIMUM TYPES AND SCOPE OF INSURANCE (1) Workers Compensation and Employers’ Liability Insurance. a) Workers Compensation with Statutory Limits and/or
Federal Employers Liability (“FELA”) coverage (whichever is applicable) to its employees, as required by the Federal Employer’s Liability Act of 1908, applying to Interstate railroad employees, or, as required by Section 3700 et seq. of the California Labor Code, or any
subsequent amendments or successor acts thereto governing the liability of employers to their
employees. b) If FELA applies, it shall be in accordance with federal statutes and have minimum limits of $10,000,000 per occurrence. c) If the California Labor Code requiring Workers’ Compensation applies, the Licensee shall also maintain Employer's Liability coverage with minimum limits of $2 million. d) Such insurance shall include the following endorsements as detailed in the Endorsements Section 2 (b) below: Waiver of Subrogation (2) Commercial General Liability Insurance. Commercial General Liability insurance for bodily injury and property damage coverage of at least $2 million per occurrence or claim and a general aggregate limit of at least $2 million. For any construction and public works projects, the insurance shall not have any exclusion for
Explosion, Collapse and Underground perils (xcu) and for construction or demolition work within 50 feet of railroad tracks, the contractual liability exclusion for liability assumed shall be deleted. a) This insurance shall include coverage for, but not be limited to: Parking Spaces and operations. Products and completed operations. Personal injury. Advertising injury.
b) Such insurance shall include the following endorsements as
further detailed in the Endorsements Section below: Additional Insured. Separation of Insureds Clause. Primary and Non-Contributory wording.
Waiver of Subrogation.
(3) Business Automobile Liability Insurance.
Business Automobile Liability insurance providing bodily injury and property damage coverage of at least $2 million per accident or loss. This insurance shall include coverage for, but not be limited to: All Owned vehicles.
Non-owned vehicles.
Hired or rental vehicles.
--
Such insurance shall include the following endorsements as further detailed in the
Endorsements Section (b) below: Additional Insured.
Primary and Non-Contributory wording.
Waiver of Subrogation (4) Property Insurance. Property insurance with Special Form coverage including theft, but excluding earthquake
with limits at least equal to the replacement cost of the property described below. a) This insurance shall include coverage for, but not be limited to:
- Licensee’s own business personal property
and equipment to be used in performance of this Agreement. - Materials or property to be purchased and/or installed on behalf of the JPB, if any.
- Builders risk for property in the course of
construction. b) Such insurance shall include the following endorsement as further detailed in the Endorsements Section below:
Waiver of Subrogation. (5) Railroad Protective Liability Coverage Prior to commencing demolition, construction or remodeling within 50 feet of railroad
tracks, Licensee shall contact the JPB. The JPB shall obtain Railroad Protective Liability
Insurance with limits of liability of $2 million per occurrence and $6 million in the aggregate. The named insureds shall be the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union
Pacific Railroad Company.
a) Coverage shall be on the RIMA policy form and include, but not be limited to:
Claims arising out of injury to or death of any person.
Physical loss or damage to or destruction of property including the JPB’s
rolling stock and any resulting loss of use thereof.
Coverage for supervisory acts of railroad employees.
FELA coverage for railroad employees.
All other railroads operating on the right-of-way.
Pollution extension for fuels and lubricants brought onto the job location. (b) ENDORSEMENTS (1) Additional Insured. The referenced policies and any Excess or Umbrella policies shall include as Additional Insureds the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the
Santa Clara Valley Transportation Authority, the City and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union Pacific Railroad Company and their respective directors, officers, employees, volunteers and agents while acting in such capacity, and their successors or assignees, as they now, or as they may hereafter be constituted, singly, jointly or severally. (2) Waiver of Subrogation. The referenced policies and any Excess or Umbrella policies shall contain a waiver of subrogation in favor of the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the Santa Clara County Transportation Authority, the City and County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the Service, and the Union
Pacific Railroad Company and their respective directors, officers, employees, volunteers and agents while acting in such capacity, and their successors or assignees, as they now, or as they may hereafter be constituted, singly, jointly or severally. (3) Primary Insurance. The referenced policies and any Excess and Umbrella policies shall indicate that they are
primary to any other insurance and the insurance company(ies) providing such policy(ies) shall be liable thereunder for the full amount of any loss or claim, up to and including the total limit of liability, without right of contribution from any of the insurance effected or which may be effected by the JPB. (4) Separation of Insureds. The referenced policies and any Excess or Umbrella policies shall contain a Separation of Insureds Clause and stipulate that inclusion of the Peninsula Corridor Joint Powers Board, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City and County of San Francisco, TransitAmericaServices, Inc. or any successor Operator of the Service, and the Union Pacific Railroad Company as Additional Insureds shall not in
any way affect the JPB’s rights either as respects any claim, demand, suit or judgment made, brought or recovered against the Licensee. The purpose of this coverage is to protect Licensee and the JPB in the same manner as though a separate policy had been issued to each, but nothing in said policy shall operate to increase the insurance company's liability as set forth in its policy beyond the amount or amounts shown or to which the insurance company
would have been liable if only one interest had been named as an insured. (c) EVIDENCE OF INSURANCE
Prior to the effective date of the License, Licensee shall provide to Insurance Tracking
Services, Inc. (ITS), the JPB’s authorized insurance consultant, a Certificate of Insurance with respect to each required policy to be provided by the Licensee under the Agreement. The required certificates must be signed by the authorized representative of the Insurance Company shown on the certificate. The JPB License number and name shall be clearly stated on the
face of each Certificate of Insurance. Submit Certificates of Insurance to: Peninsula Corridor Joint Powers Board
C/O Insurance Tracking Services, Inc. (ITS) P.O. Box 198 Long Beach, CA 90801 OR
Email Address: smt.certificates@instracking.com
OR
Fax: (562) 435-2999
In addition, the Licensee shall promptly deliver to ITS a certificate of insurance with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the terms specified herein. Such certificate shall be delivered to ITS not
less than three business days after to the expiration date of any policy.
(d) GENERAL PROVISIONS (1) Notice of Cancellation. Each insurance policy supplied by the Licensee shall provide at least 30 days’ written notice to Licensee of cancellation or non-renewal. Licensee must then provide at least 30 days’ prior
written notice to the JPB’s authorized insurance consultant, Insurance Tracking Services, Inc.
(ITS), if any of the above policies are non-renewed or cancelled. Submit written notice to: Peninsula Corridor Joint Powers Board
C/O Insurance Tracking Services, Inc. (ITS) P.O. Box 198
Long Beach, CA 90801 OR Email Address: smt.certificates@instracking.com
OR Fax: (562) 435-2999
(2) Acceptable Insurers. All policies will be issued by insurers acceptable to the JPB (generally with a Best’s Rating of A- 10 or better). (3) Self-insurance. To the extent that Licensee self-insures for its activities under this License, Licensee hereby agrees to waive subrogation against the JPB respecting any and all claims that may arise. (4) Failure to Maintain Insurance. All insurance specified above shall remain in full force and effect during the term of the License and until all of Licensee’s personnel and equipment have been removed from the Property and the License terminated. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of the
License. (5) Claims Made Coverage. If any insurance specified above shall be provided on a claim-made basis, then in addition to coverage requirements above, such policy shall provide that: a) Policy retroactive date coincides with or precedes the
Effective Date of the License (including subsequent policies purchased as renewals or replacements). b) Licensee shall make every effort to maintain similar insurance for at least three (3) years following termination of the License, including the requirement of
adding all additional insureds. c) If insurance is terminated for any reason, Licensee agrees to purchase an extended reporting provision of at least three (3) years to report claims arising during the term of this License.
d) Policy allows for reporting of circumstances or incidents that might give rise to future claims. (6) Deductibles and Retentions Licensee shall be responsible for payment of any deductible or retention on Licensee’s policies without right of contribution from the JPB. Deductible and retention provisions shall not contain any restrictions as to how or by whom the deductible or retention is paid. Any deductible or retention provision limiting payment to the Named Insured is unacceptable. In the event that the policy of the Licensee or any subcontractor contains a deductible or self-
insured retention, and in the event that the JPB seeks coverage under such policy as an additional insured, Licensee shall satisfy such deductible or self-insured retention to the extent of loss
covered by such policy for a lawsuit arising from or connected with any alleged act or omission of
Licensee, subcontractor, or any of their officers, directors, employees, agents, or suppliers, even if Licensee or subcontractor is not a named defendant in the lawsuit. 20. Noise Levels Near Railroad Tracks.
Licensee hereby recognizes and acknowledges that railroad tracks may be located on or
adjacent to the Parking Spaces, and that the operation of trains over the tracks does and shall
produce noise levels that may be considered objectionable by Licensee or employees, agents, sub-Licensees, or invitees of Licensee. Therefore, Licensee agrees that no legal action or complaint of any kind whatsoever shall be instituted against Agency on Licensee’s behalf as a result of such noise levels including any claims of nuisance or trespass. Licensee shall
indemnify and save harmless Agency against any loss, damage, liability or expense either might
incur as a result of such action being taken by Licensee’s employees, agents, sub-Licensees or invitees.
21. Default.
(a) Defaults. The occurrence of any of the following shall constitute a material breach and default (“Default”) of this License by Licensee: (1) A failure by Licensee to observe or perform any provision of this License to be observed or performed by Licensee when such failure is not corrected within 10
days after written notice thereof from Agency; or if such failure cannot be cured within this 10
day period, as determined by Agency in its reasonable discretion, if such cure is not commenced within 30 days of Agency’s written notice and thereafter diligently pursued to completion; 22. Remedies.
In the event of a Default by Licensee, Agency may, at any time thereafter: (a) Cure said Default by Licensee at Licensee's expense. Licensee shall,
upon demand, immediately reimburse Agency for the cost of such cure together with interest at the Interest Rate from the date of the expenditure therefor by Agency until such reimbursement is received by Agency. (b) Terminate Licensee's right to use of the Parking Spaces by any lawful
means, in which case this License shall terminate and Licensee shall no longer be able to use the Parking Spaces. (c) Pursue any other remedy now or hereafter available to Agency under the laws of California.
Termination of this License under this section or for any reason whatsoever shall
not release either party from any liability or obligation arising from an event which may have occurred before termination, or from actions that, under the express terms of this License, must be performed.
23. Condemnation.
If all or part of the Parking Spaces is acquired by eminent domain or by purchase in lieu thereof, Licensee shall have no claim to any compensation awarded for the taking of the Parking Spaces or any portion thereof, including Licensee’s interest therein or any bonus value
of this License, or to any compensation paid as severance damages, or for loss of or damage to Licensee’s Alterations or improvements, except as may be expressly provided in this License. 24. Assignment.
Licensee shall not assign, encumber or otherwise Transfer, as defined below, its interest in this License without the prior written consent of Agency.
25. Miscellaneous Provisions.
(a) Non-Waiver.
Agency’s failure to enforce or exercise its rights with respect to any provision hereof shall not be construed as a waiver of such rights or of such provision. (b) Time of Essence.
Time is of the essence of each provision of this License. Any reference to “days” shall mean calendar days except as otherwise expressly provided in this License. (c) Entire Agreement and Amendment.
This License sets forth the entire agreement between the parties with respect to the leasing
of the Parking Spaces and supersedes all prior and/or contemporaneous agreements, communications, and representations, oral or written, express or implied, since the parties intend that this be an integrated agreement. This License shall not be modified except by written agreement of the parties. (d) Successors and Assigns.
This License shall bind the heirs, executors, administrators, successors and assigns of any and all of the parties hereto. (e) Authority.
Each individual executing this License on behalf of Licensee represents and warrants that he or she is duly authorized to execute and deliver this License on behalf of Licensee, and that
this License is binding upon Licensee in accordance with its terms. Agency, as a condition
precedent to this License, may require corporate or partnership resolutions as are reasonably necessary to establish the authority of Licensee to execute this License. (f) Governing Law.
This License shall be governed by and construed in accordance with the laws of the State of California as applied to contracts that are made and performed entirely in California. (g) Captions.
All captions and headings in this License are for the purposes of reference and convenience and shall not limit or expand the provisions of this License. (h) Counterparts.
This License may be entered into in counterparts, each of which shall be deemed an original but both of which together shall be deemed a single agreement.
IN WITNESS WHEREOF, the parties hereto have executed, or have caused to be
executed, this License on the day and year first above written.
Agency: PENINSULA CORRIDOR JOINT POWERS BOARD By: Its: Brian Fitzpatrick Director, Real Estate & Property Development APPROVED AS TO FORM:
Licensee: City of Palo Alto By:
Name:
Title:
Date: ______________________
APPROVED AS TO FORM
Attorney for Agency
*By: Name:
Title:
If Licensee is a corporation, two corporate officers must sign on behalf of the corporation as
follows: 1) the chairman of the board, president or vice-president; and 2) the secretary, assistant
secretary, chief financial officer, or assistant treasurer.
EXHIBIT A
PARKING SPACES 1190430.1
Public Safety Building
Bid Summary
IFB 178123B
Bid Opening on
January 5, 2021
Base Bid Engineer's
Item Description Quantity Unit Estimate Walsh Swinerton
1 Public Safety Building 1 Lump Sum $86,000,000 $84,253,700 $81,419,000
2 Unforseen Utility Work 1 Allowance $100,000 $100,000 $100,000
3 Unforseen Hazardous Materials Removal/Disposal 1 Allowance $75,000 $75,000 $75,000
4 COVID-19 Temporary Protocols 1 Allowance $560,000 $560,000 $560,000
Base Bid TOTAL $86,735,000 $84,988,700 $82,154,000
Add Alternate Engineer's
Bid Item Description Quantity Unit Estimate Walsh Swinerton
5 Parking Garage Rooftop Solar 1 Lump Sum $1,500,000 $1,421,000 $1,500,000
6 Temporary Reconfiguration County Parking Lot 1 Lump Sum $300,000 $113,000 $130,000
7 Construction Webcam 1 Lump Sum $30,000 $18,000 $25,000
8 10-year Elevator Maintenance Cost 1 Lump Sum $150,000 $152,300 $144,000
Add Alternate Bid TOTAL $1,980,000 $1,704,300 $1,799,000
BASIS-OF-AWARD (Total Base Bid & Add Alternate Totals)$88,715,000 $86,693,000 $83,953,000
Percent Over/Under Engineer's Estimate (Base Bid)-2.0%-5.3%
Percent Over/Under Engineer's Estimate (Basis of Award)-2.3%-5.4%
City of Palo Alto Page 1 of 1
Attachment G
ATTACHMENT H
Draft
Surveillance Use Policy for the Construction Camera for the Public Safety Building Project
In accordance with Palo Alto Municipal Code section PAMC 2.30.680(d), the Surveillance Use
Policy for a construction camera for the Public Safety Building project is as follows.
1. Intended purpose of technology. The intended purpose of the construction webcam
for the Public Safety Building project is to monitor construction progress and create a time-
lapse video for the project of the construction work in order to share progress on the
construction project with staff and residents. The plan is to share such videos on the City’s
project website.
2. Authorized uses of the information. The uses that are authorized are activities
promoting knowledge and information about the progress of the construction project. The
uses that are prohibited are unauthorized direct access to, modification, deletion or use of the
data and any use that violates applicable laws, regulations or policies.
3. Information collected by the technology. The information collected by the construction
webcam consists of the capture of still images at approximately 15-minute intervals to facilitate
the creation of time-lapse videos. The construction camera may also inadvertently capture
images of non-employees/non-contractors (including members of the public) passing by the
construction site for example on the street or sidewalk.
4. Safeguards. The safeguards that protect information from unauthorized access, include
camera installation in an inaccessible location to the public. The video link will be added to the
City’s website and users will only be able to look at the current view or time-lapse videos. Users
will be unable to change the camera angle. Once construction is complete, the camera will be
removed and the footage will be kept in a City network folder with limited access by City staff.
The time-lapse video is also stored in the vendors’ cloud-based data storage indefinitely and
can be removed if requested by the City.
5. Information retention. Information collected by the construction webcams will be
retained in accordance with the City’s records retention policy. The City may remove the time-
lapse videos from the project websites, and the vendor’s cloud-based data storage, at any time.
6. Access to information outside City. Non-city entity access or use of the online-posted
video images includes anyone who visits the project websites. There will be no non-city direct
access to the camera footage, which will be stored on City servers. The conditions and
rationales for sharing information as described in this policy are to monitor and share progress
on the construction. Staff will review with the vendor their cloud security measures to ensure
they are commercially reasonable. Data from the construction camera may constitute public
records subject disclosure under public records law.
7. Procedures to ensure compliance. Procedures to ensure compliance with this policy
are to monitor website usage and City staff can remove the time-lapse videos at any time.
Once construction is complete, the camera will be removed, and the footage will be kept in a
City network folder with limited access by City staff. City staff will direct the vendor to securely
delete all of the data from its cloud once project construction is complete, the camera is taken
down, and the City has confirmed that it has all of the data in readable format. City will request
that the vendor confirm the secure deletion in writing.