HomeMy WebLinkAboutStaff Report 14602 (2)
City of Palo Alto (ID # 14602)
City Council Staff Report
Meeting Date: 11/14/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of a Construction Contract with Anderson Pacific Engineering
Construction in the Amount of $6,070,000; Authorization for the City
Manager or Their Designee to Negotiate and Execute Change Orders up to a
Not-to-Exceed Amount of $607,000; Approval of Amendment #1 to Contract
Number C21176592C with Carollo Engineers to Add Services, to Increase
Compensation by $604,246 for a New Maximum Compensation Not-to-
Exceed $604,247 for the Wastewater Treatment Fund for the 12kV Electrical
Power Distribution Loop Rehabilitation Bid Package 1 Project funded by the
Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002) at
the Regional Water Quality Control Plant
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute the contract with
Anderson Pacific Engineering Construction, Inc., (APEC)1, in the amount of $6,070,000
for the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project,
funded in the Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002) at
the Regional Water Quality Control Plant;
2. Authorize the City Manager or their designee to execute one or more change orders to
the contract with APEC, for related, additional but unforeseen work that may develop
during the project, the total value of which shall not exceed $607,000; and
3. Authorize the City Manager or their designee to execute Amendment No. 1 o Contract
No. C21176592C with Carollo Engineers to increase the contract amount by $604,246 to
provide construction management and inspection services during construction for the
12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project funded in
the Plant Repair, Retrofit, and Equipment Replacement project (WQ-19002). The revised
1 Contract C23185744 Anderson Pacific Engineering Construction, Inc.,
https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/attachment-d-
c23185744-anderson-pacific_cc_minutetraq.pdf
City of Palo Alto Page 2
total contract amount is not to exceed $604,247 including $549,315 for basic services
and $54,932 for additional services.
Background
The Regional Water Quality Control Plant (RWQCP) obtains electrical power from the City of
Palo Alto Utilities (CPAU) Department. Onsite distribution of the medium voltage power is
through a radial 12,470-volt (12kV) underground distribution system, which feeds ten power
distribution load centers where the voltage is transformed from 12kV down to 480-volts. The
480-volt power is the key power supply for the RWQCP’s industrial treatment equipment. The
12kV distribution system has feeder distribution cables installed around 1980. The 12kV cables,
the existing load centers, and 12kV electrical switches are at the end of their useful life and in
need of replacement.
In October 2012, the City adopted the Long Range Facilities Plan (LRFP), which provided a
roadmap for future improvements at the RWQCP. This project is one of the projects
recommended by the LRFP. Based on consultation with CPAU, replacement of the aging
electrical infrastructure at the RWQCP is needed to maintain reliably safe operation. The design
of the 12kV Electrical Power Distribution Loop Rehabilitation Project (Project) was completed in
April 2022 under a separate contract (C19170648) with Salas O’Brien Engineers approved by
Council in October 20182. The Project includes replacement of aging electrical cables, pad-
mounted switches, and load centers; work includes construction of elevated equipment pads to
adapt to the City’s Sea Level Rise policy. The Project design includes plant-wide electrical
system harmonic assessments and arc-flash hazard risk assessments.
Contract documents include a sequence of work that allows the construction work to be
commenced in seven phases to allow for coordination with other RWQCP ongoing and
upcoming capital program projects. This construction package is designated as Construction Bid
Package 1, and it covers work under Phase 1 as indicated on the construction drawings.
Currently, the Engineer’s Estimate for the remaining Phases 2 through 7 is $9.7 million;
however, market conditions in the upcoming years will determine the actual cost of the
remaining phases of the project.
Phase Description Estimate Remarks
02 CPAU Secondary Service Cabinet and Switch 1910X $3,566,859 LC1
03 Medium Voltage Switch 1594X Replacement $1,213,442 Cap Bank
04 Medium Voltage Switch 1911X Replacement $1,549,061 LC2
05 Refeed Load Center LC9 $146,380
06 Medium Voltage Switch 1912X Replacement $1,908,116 LC 5 & 6
07 Medium Voltage Switch 1913X Replacement $1,276,063 LC7
2 City Council Staff Report ID# 9274 October 2018 https://www.cityofpaloalto.org/files/assets/public/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2018/id-9274-design-services-for-wqcp-
medium-voltage-electrical-distribution-network-rehabilitation.pdf
City of Palo Alto Page 3
Phases 2 through 7 $9,659,921
Staff intends to execute one or more phases of the project every two years. The schedule and
packaging of the phases will depend on priority of the phase, the availability of funds, and
coordination with other on-going projects at the Plant.
Discussion
The 12kV Electrical Power Distribution Loop Rehabilitation Project includes seven phases of
work that are being planned and sequenced in upcoming years to coordinate with other
RWQCP ongoing capital projects. Under Bid Package 1 (IFB 185744), the Contractor will perform
Phase 1 work including
• the replacement of electrical Switchgear 1914X, replacement of Load Center Nos. 3 and
4, and replacement of associated conductors;
• installation of temporary conductors and conduits during shutdown and switchover;
• demolition of existing equipment (load centers, switchgears, and transformers);
• site preparation work such as vegetation, pavement, and curb removal;
• site civil grading;
• installation of elevated equipment pads in conformance with City’s Sea Level Rise Policy;
• installation of 45-feet deep foundation piers; and
• other miscellaneous work as specified in the contract documents.
Bid Process
On July 12, 2022, the City solicited formal bids from qualified contractors for the 12kV Electrical
Power Distribution Loop Bid Package 1 Project. The bidding period was 41 calendar days. Three
bids were received on August 22, 2022, with bid prices ranging from $6,070,000 to $7,601,819
as listed in the attached Bid Summary (Attachment B).
Table 1: Summary of Bid Process
Bid Name/Number
12kV Electrical Power Distribution
Loop Rehabilitation Bid Package 1
Project (IFB No. 185744)
Proposed Length of Project 26 months after Notice to Proceed
# of Bid Packages downloaded by Contractors 45
# of Bid Packages downloaded by Builder’s Exchanges 1
Total Days to Respond to Bid 41
Pre-Bid Meeting Yes
# of Company Attended Pre-Bid Meeting 16
# of Bids Received: 3
Base Bid Price Range $6,070,000 to $7,601,819
Staff has reviewed all bids submitted and recommends the bid of $6,070,000 submitted by
APEC be accepted, and APEC be declared the lowest responsible bidder. The base bid is 76.5%
City of Palo Alto Page 4
above the engineer's estimate of $3,440,000. This cost escalation is attributed to the higher
equipment and material prices owing to the supply chain challenges in electrical equipment
manufacturing and the tight labor market locally and nationwide. The medium voltage
equipment specified by the design engineer meets the requirements of the Palo Alto Utilities
Department electrical utility standards; this equipment is currently subject to long lead times
and rising costs, which is a national issue.
A contingency amount of $607,000 (10% of the bid price) is recommended for related,
additional but unforeseen work that may develop during the project. Staff confirmed with the
Contractor's State License Board that the contractor has an active license on file.
The City received one bid protest during this procurement process from the Foundation for Fair
Contracting, a non-profit organization. Staff reviewed the allegations as well as information
from the California Division of Occupational Safety and Health and Labor Commissioner. Based
upon independent review (Attachment C), staff recommends proceeding with the award.
Selection of a Construction Management Firm
On June 21, 2021, Council approved five separate contracts3 (Contract C21179265 - with MNS
Engineers, Inc.; CDM Smith; Carollo Engineers; MCK Americas, Inc.; and Tanner Pacific, Inc.
These contracts provide for RWQCP on-call construction management and inspection services.
They were initially set at a not-to-exceed amount of $1 per contract to allow the City to select
the firm that will provide qualified consultants for on-call services during construction of
individual capital projects recommended by the LRFP. Services to be used are on a per-project
basis, at the City’s discretion.
On July 13, 2022, staff provided each of the five construction management consultants a scope
of services with a list of tasks needed for the upcoming construction project (i.e., Work Order
#2). Three proposals were received from Carollo Engineers, MNS Engineers, and MCK Americas
with prices ranging from $602,247 to $1,916,410.
Table 2: Summary of Construction Management Work Order Proposals
Request for Work Order Proposal Issued July 13, 2022
Deadline for Questions, Clarifications August 3, 2022
Proposals Due August 10, 2022
Proposals Received 3
Finalist Identified 1
Proposals Price Range $604,247 to $1,916,410
An evaluation committee consisting of Public Works Department staff was formed to review
the three proposals. The committee carefully reviewed each firm's qualifications and submittal
3 City Council Staff Report #1224 June 21, 2021 https://www.cityofpaloalto.org/files/assets/public/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2021/id-12324.pdf
City of Palo Alto Page 5
in response to the criteria identified in the Request for Work Order Proposal, including quality
and completeness of the proposal, quality and effectiveness of services, experience with
projects of similar scope and complexity, prior record of performance, cost, proposer’s financial
stability, and ability to provide future maintenance and/or services. Staff recommends
amending the contract with Carollo, who provided a comprehensive approach to the services,
demonstrated a clear understanding of needs, and proposed innovative solutions to the
challenges of the complex capital program.
Timeline
The construction work for phase 1 is anticipated to be complete by December 31, 2024.
Resource Impact
The Palo Alto RWQCP treats the combined wastewater from Palo Alto, Los Altos, Los Altos Hills,
Mountain View, Stanford University, and the East Palo Alto Sanitary District. Palo Alto’s share of
this project is 35% and the other five agencies’ share is 65%, based on the fixed capacity
established in partners’ agreements. As the lead agency, the City of Palo Alto appropriated the
funding for this Project in the Wastewater Treatment Enterprise Fund Capital Improvement
Program as part of the FY 2023 Adopted Budget in the Plant Repair, Retrofit, and Equipment
Replacement Project (WQ-19002) which has sufficient funding including the higher than
estimated cost of this project.
Policy Implications
This recommendation does not represent any change to existing City policies and supports the
Comprehensive Plan Policy N.4-16.
Stakeholder Engagement
This project is part of the RWQCP’s minor capital improvement program funded by Palo Alto
and the five partner agencies who use the RWQCP for wastewater treatment. The five partner
agencies are regularly updated on both the need for and the progress of wastewater treatment
capital work. Updates are provided each year at an annual meeting and at other periodic
meetings established to inform partner agency staff about the major capital improvement
program. With respect to Palo Alto itself, open meetings and the budget process serve as the
main vehicle for engaging the community on both new projects such as this and associated rate
impacts.
Environmental Review
Authorizing the City Manager to select one consultant to provide construction management
services for the Medium Voltage Electrical Distribution System (12kV loop) Rehabilitation does
not constitute a project under the California Environmental Quality Act (CEQA); therefore, an
Environmental Assessment is not required.
The construction of this project has been determined to be exempt from CEQA under CEQA
Guidelines Section 15301, subsections (b) and (e)(1), Existing Facilities, as it involves the repair
City of Palo Alto Page 6
and maintenance of an existing publicly-owned utility used to provide sewerage treatment
services with a minor addition to an existing building.
Attachments:
• Attachment A: Carollo Engineers Contract; C21179265C Amendment #1
• Attachment B: Bid Summary, Anderson Pacific
• Attachment C: Determination Letter
• Attachment D: Anderson Pacific Engineering Construction Contract; C23185744 Excerpt
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AMENDMENT NO. 1 TO CONTRACT NO. C21179265C
BETWEEN THE CITY OF PALO ALTO
AND CAROLLO ENGINEERS, INC.
This Amendment No. 1 (this “Amendment”) to Contract No. C21179265C (the “Contract” as
defined below) is entered into as of November 14, 2022, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and CAROLLO ENGINEERS, INC., a California
corporation, located at 2795 Mitchell Drive, Walnut Creek, CA 94598 (“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 to
provide construction management and inspection services on an on-call, as-needed,
time-limited basis in connection with individual projects or inspection tasks at the
Regional Water Quality Control Plant (RWQCP), as detailed therein.
B. The Parties now wish to amend the Contract in order to add Task 2 services (referred
to as Work Order No. 2) for Construction Management and Inspection Services for the
12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project, and to
increase compensation by Six Hundred Four Thousand Two Hundred Forty-Six Dollars
($604,246.00), from One Dollar ($1.00) to Six Hundred Four Thousand Two Hundred
Forty-Seven Dollars ($604,247.00), 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. C21179265C between
CONSULTANT and CITY, dated June 14, 2021.
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 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended
to read as follows:
The CITY is engaging multiple consultants, including CONSULTANT, that are eligible to respond with
proposals to the CITY’s project-specific Task Orders under the process described in Exhibit A. The
compensation to be paid to CONSULTANT for performance of the Services shall be based on the
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compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable
expenses specified therein, and the maximum total compensation shall not exceed One Dollar ($1),
unless CITY selects CONSULTANT, according to the process in Exhibit A, to perform services under a
Task Order not to exceed One Million Four Hundred Fifty Thousand Dollars ($1,450,000) over the
term of the Agreement. No pre-qualified consultant, including the CONSULTANT under this
Agreement, is guaranteed selection or assured of any minimum quantity of work to be performed. In
the event CONSULTANT is not selected to provide Services under a Task Order, no payment is due
from CITY.
The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.”
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.
A. The City has selected CONSULTANT to perform Work Order #2, for construction
management and inspection services for the Medium Voltage Electrical Network (12kV
Elec. Loop) Rehabilitation Bid Package 1 Project, in the amount not to exceed Five
Hundred Forty-Nine Thousand Three Hundred Fifteen Dollars ($549,315.00).
CONSULTANT agrees to complete all Basic Services, including reimbursable expenses,
within this amount. In the event Additional Services (as defined below) are authorized, the
total compensation for Basic Services, Additional Services and reimbursable expenses shall
not exceed Six Hundred Four Thousand Two Hundred Forty-Seven Dollars ($604,247.00).
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 Fifty-Four Thousand Nine Hundred Thirty-Two Dollars
($54,932.00) 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 Six Hundred Four Thousand Two Hundred
Forty Seven Dollars ($604,247.00) 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 in a Task Order issued under Exhibit A. 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
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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 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.
SECTION 3. The following exhibit(s) to the Contract are hereby amended, as indicated below,
to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated in full
into this Amendment and into the Contract by this reference:
a. Exhibit “A-2” entitled ““PROFESSIONAL SERVICES TASK ORDER NO. 2, 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).
SECTION 4. 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 5. 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 or Designee
APPROVED AS TO FORM:
______________________________
City Attorney or Designee
CAROLLO ENGINEERS, INC.
Officer 1
By:_____________________________
Name:__________________________
Title:____________________________
Officer 2
By:_____________________________
Name:__________________________
Title:____________________________
Attachments:
Exhibit “A-2”: PROFESSIONAL SERVICES TASK ORDER NO. 2
Exhibit “B”: SCHEDULE OF PERFORMANCE
Exhibit “C”: COMPENSATION
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Rick Chan, Senior Vice President
Senior Vice President
Vice President
Anne E. Prudhel, Vice President
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EXHIBIT “A-2”
PROFESSIONAL SERVICES TASK ORDER NO. 2
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. C21179265C
1A. MASTER AGREEMENT NO.: C21179265C
1B. TASK ORDER NO 2: Work Order No. 2 for Construction and Inspection Management
Services for the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1
Project
2. CONSULTANT NAME: CAROLLO ENGINEERS, INC.
3. PERIOD OF PERFORMANCE: START: Immediately Once Notice To Proceed (NTP) is
Issued; COMPLETION: 120 Weeks from NTP
4 TOTAL TASK ORDER NO. 1 PRICE: $549,315
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT: $900,685
5. WBS/CIP: WQ-19002
6. CITY PROJECT MANAGER: Padmakar Chaobal, Public Works Department, Environmental
Services Division, RWQCP
7. DESCRIPTION OF SCOPE OF SERVICES 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: Task Order No. 2 Scope Of Services, including Schedule of Performance
and Compensation Schedule
TASK ORDER #2 SCOPE OF SERVICES
WORK ORDER NO. 2: CONSTRUCTION AND INSPECTION MANAGEMENT SERVICES FOR THE 12KV
ELECTRICAL POWER DISTRIBUTION LOOP REHABILITATION BID PACKAGE 1 PROJECT
Task 1: General Requirements
1. For any work which requires licensing, the Proposers shall be appropriately licensed in
accordance with the laws of the State of California. The cost for any required licenses
or permits shall be the responsibility of the successful Proposers.
2. CONSULTANT shall provide all necessary administration, project controls, quality
assurance and professional oversight of the project to provide that the project
remains on schedule, within budget, provides for continuity of information, and
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satisfies the requirements of the CONTRACT. CONSULTANT shall prepare and
distribute a Project Management Plan to include schedule, budget, roles, contracts
and procedures.
3. At the beginning of each month, CONSULTANT shall submit to the CITY monthly
invoices for the cost incurred during previous month; including subconsultant and
expenses.
4. CONSULTANT shall prepare and submit monthly invoice packages to the City. The City
prefers processing CONSULTANT pay requests that cover one calendar month.
Monthly invoice packages are to include a progress report documenting progress. The
report shall include the progress by each task, the budget status (authorized amount,
current billing, billed to date, previously billed, amount remaining, and percent
spent), outstanding issues, potential changes, project schedule and schedule impacts.
CONSULTANT shall identify and mitigate potential budget overruns; and notify CITY
Project Manager as soon as the potential overrun is identified. If SRF funding is used,
progress reports shall include a summary of SRF eligible costs per month.
Task 2: Preconstruction Phase
1. CONSULTANT shall perform reviews of construction drawings and specifications at
varies levels of design, as assigned by the CITY with focus on constructability of the
project. At a minimum, the CONSULTANT shall provide and log comments regarding
the plans, specifications, and construction cost estimate in an Excel Workbook,
provided by CITY. Comments should at a minimum include feedback on measurement
and payment, sequencing, schedule, temporary facilities, constructability, and
required contractor qualifications. The City may assign milestone reviews of other
projects in the preconstruction phase. Reviews shall determine the coordination
required between the subject project and other projects for concurrent work and the
constructability of other projects following the completion of the subject project.
2. CONSULTANT shall assist the City with evaluation of construction bids to determine the
lowest responsive and responsible bidder.
3. For each milestone meeting, CONSULTANT will prepare the agenda for the meeting,
facilitate the meeting, address administrative and non-design issues, and prepare
record of discussions of the meeting for distribution. CITY, ENGINEER and
CONTRACTOR’s team will attend the meeting. The ENGINEER will address design
issues. At a minimum, there will be the following milestone meetings:
a. Project kick-off Meeting
b. Pre-bid Meeting
4. Administration
a. CONSULTANT to propose a project administration procedure, including an
online document tracking system, for CITY approval. The administration
procedure will detail how the CONSULTANT will track, store, distribute, and
manage digital and hardcopy correspondence and project documentation and
strategy for managing project communications.
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b. CONSULTANT shall establish and maintain a health and safety plan specific for
CONSULTANT’s staff and subconsultants. During construction activities,
CONSULTANT shall follow CONTRACTOR(S)’s health and safety plan(s), if it is
more stringent.
5. Office Setup
a. CONSULTANT shall organize the hardcopy and digital files for the project prior
to commencement of construction and coordinate with the CITY and
CONTRACTOR for office trailer set-up.
b. CITY will designate location for the office trailer and provide utility connection
points.
c. CONSULTANT will provide furnished office trailer, copier, phone/service, and
internet access, unless otherwise provided by City.
6. Preconstruction Activities
a. Site Walk Observations and Documentation
i. CONSULTANT will conduct preconstruction inspections, documenting
conditions in a log and providing digital photographs and video(s).
b. Preconstruction Submittals
i. CONSULTANT to develop a list of CONTRACTOR pre-construction
submittals.
ii. CONSULTANT to review CONTRACTOR’s pre-construction submittals,
schedule of values, and preliminary schedule.
Task 3: State Revolving Fund (SRF) Compliance – NOT APPLICABLE
Task 4: Construction Phase
1. Construction Administration
a. Project Coordination
i. CONSULTANT shall act as the project coordinator and the point of
contact for all communications with the CONTRACTOR. The
CONSULTANT shall coordinate construction activities of the CITY,
ENGINEER, and CONTRACTOR. CONSULTANT responsibilities include:
Conduct team meetings within the consulting firm to review progress,
coordinate evaluations and identify information needs; Disseminate
information to the design team; Manage the project budget; Manage
the project schedule; Manage sub-consultants; Manage QA / QC team;
Coordinate communications with other ongoing project’s construction
managers to facilitate the construction of ongoing projects and
continuous Plant operations.
ii. CONSULTANT shall provide a contact phone number to respond to
issues related to construction activity or coordination, 24 hours a day,
7 days a week.
b. Document Tracking System: CONSULTANT shall establish, implement and
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maintain an online system for tracking all correspondence and documents on
the Project or shall adopt a project administration procedure previously
approved by CITY. CONSULTANT shall incorporate within the tracking system
the means to track the routing of submittals/RFIs to the CITY’s other
consultants.
c. Construction Administration Services: CONSULTANT shall provide
administrative and management services. The CONSULTANT shall receive all
correspondence from the CONTRACTOR and address all inquiries from the
CONTRACTOR and construction related correspondence. The ENGINEER will
be responsible for providing design input.
2. Meetings
a. CONSULTANT shall prepare agenda for progress meetings and other
construction meetings required during the Project, which will include weekly
meetings with the CONTRACTOR and CITY.
b. CONSULTANT shall facilitate and prepare records of discussions for the
progress meetings and other construction related meetings.
c. CONSULTANT shall have all pending decisions detailed for the meetings as well
as project statistics (schedule updates, approximate percent project
complete, near-term milestones).
d. Anticipated Meetings
i. Construction kick-off meeting
ii. Weekly update meeting
iii. Minimum two (2) Electrical Service (Power Feed)
Coordination Meeting with Palo Alto Electric Utilities
iv. Participate in an I&C Standards Review Meeting with RWQCP
Technology / SCADA Support Staff
v. Project close-out Meeting
vi. Attend other concurrent projects’ kickoff meetings
vii. Periodic coordination meetings with other ongoing projects’
construction managers and the City
3. Submittals
a. CONSULTANT shall use the online document tracking system to log and
coordinate the submittal process.
b. CONSULTANT shall receive the submittals, including CONTRACTOR’s red-line
drawings, from the CONTRACTOR and check the submittals for general
conformity with the Construction Contract requirements. If obvious
deficiencies are apparent in the submittal, the CONSULTANT shall reject and
send the submittal back to the CONTRACTOR for correction.
c. CONSULTANT shall route the submittals to the ENGINEER for review and shall
route the reviewed submittal back to the CONTRACTOR. The CONSULTANT
shall review comments on the submittals to determine if additional follow-up
with the CONTRACTOR and/or ENGINEER is warranted and to identify any
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scope changes.
d. CONSULTANT shall coordinate the ENGINEER’s submittal review and the track
the status of shop drawing resubmittals with the CONTRACTOR.
e. In addition to the CONSULTANT, ENGINEER to review all design related
submittals and all submittals for temporary facilities.
f. CONSULTANT shall review temporary facilities submittals for conflicts with
other ongoing projects’ active and/or proposed construction. The City may
request CONSULTANT review other ongoing projects’ temporary facilities
submittals for constructability issues.
g. CONSULTANT shall review temporary facilities submittals for operability.
4. Request for Information/Clarification Process
a. CONSULTANT shall utilize the online document tracking system for processing
requests for design clarifications.
b. CONSULTANT shall receive all requests for information (RFIs) from the
CONTRACTOR and determine if the request is a valid RFI;
i. If valid, ENGINEER will review the RFIs and provide design response.
CONSULTANT shall review the ENGINEER’s response, verify
acceptability of response and transmit the Clarification Response to
the CONTRACTOR.
ii. If not, CONSULTANT shall return the RFI to the CONTRACTOR with
justifications.
c. CONSULTANT shall provide a response within 10 days to the CONTRACTOR for
any administrative, field condition specific and general RFI.
d. ENGINEER shall prepare Design Clarifications where design issues are identified
by the CONSULTANT, ENGINEER, or CITY. CONSULTANT shall prepare the
Clarification Letter for transmittal to the CONTRACTOR of the ENGINEER’s
Design Clarification and other clarifications.
e. CONSULTANT shall work with the CITY Project Manager to maintain an Error
and Omission Log to document RFIs and RFCs that are a result of ENGINEER
and CONTRACTOR errors in design and construction, respectively. The log
shall record the hours spent by the ENGINEER to respond to the RFIs/ RFCs
and associated cost impact to the construction. CITY may seek
reimbursement from the ENGINEER and/or CONTRACTOR.
5. Change Order Preparation, Negotiation & Processing
a. CONSULTANT shall review all change order requests (either initiated by the
CITY or by the CONTRACTOR).
i. CONSULTANT shall utilize the online document tracking system to log,
track, and process changes.
ii. CONSULTANT shall maintain Change Event files. These files shall
compile all data related to specific items that arise that may have cost
or time impacts or neither.
b. CONSULTANT shall judge the validity and/or merits of all CONTRACTOR
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initiated change order requests. CONTRACTOR initiated change orders
deemed unnecessary, or not substantiated by a deficiency in the construction
documents shall be returned to CONTRACTOR unapproved with an
explanation.
c. CONSULTANT shall negotiate change orders with the CONTRACTOR,
considering impact to the schedule, as well as, reasonableness of cost, and
impact to total project budget. CONSULTANT shall provide updates regarding
potential cost and schedule changes to CITY.
d. CONSULTANT shall prepare an independent cost estimate and/or verify the
acceptability of the CONTRACTOR’s cost proposal for each approved change
request. At CITY’s discretion, ENGINEER’s opinion may be requested for
specific equipment and material costs.
e. CONSULTANT shall prepare change orders using CITY’s procedure for execution
by the CITY and CONTRACTOR.
i. CONSULTANT shall prepare a Change Order Memorandum, if requested
by the CITY, to provide additional background discussion for need of
the change and reasonableness of cost and schedule impact.
ii. ENGINEER shall prepare design details for change requests as needed.
CONSULTANT to coordinate schedule and distribution of design
details.
iii. CONSULTANT shall prepare, and issue approved change order requests
to the CONTRACTOR with the appropriate design documents as
directed by the CITY.
f. In the event the CONTRACTOR encounters a time sensitive problem where time
is not available to negotiate a settlement, CONSULTANT shall issue a field
order.
i. All work done under a field order will be completed on a time and
material basis. CONSULTANT to track actual time and material expended
for the field order work.
ii. Field orders shall be reviewed and approved with the CITY prior to
issuance.
6. Documentation of Environmental Compliance
a. CONSULTANT shall document compliance with environmental permitting and
mitigation measures in accordance with the requirements of the
environmental documents and regulatory permits.
7. Progress Payment
a. CONSULTANT shall review the initial schedule of values (cost breakdown)
prepared by the CONTRACTOR and generate a progress payment request
form for the CONTRACTOR’s use.
b. CONSULTANT shall review and process the progress payment requests and
determine whether the amount requested reflects the actual status of the
Contractor’s work in place, materials on site and other contract
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requirements.
c. CONSULTANT shall perform the appropriate administration, preparation and
processing of the monthly progress payments so the CITY can respond in
accordance with the time periods set forth in the Public Contract Code.
d. CONSULTANT shall prepare the summary cover sheet for the progress
payments which will be executed by CONSULTANT, CONTRACTOR and CITY.
e. CONSULTANT shall not recommend final payment to the CONTRACTOR until
the CONSULTANT has determined CONTRACTOR has complied with the
project closeout requirements, including submittals of record documents,
warranties, and operations and maintenance manuals. CITY will release the
retention only after a Notice of Completion has been recorded with the Santa
Clara County Clerk’s Recorder Office.
f. CONSULTANT shall work with Contractor to develop an estimate of
CONSULTANT as well as contractor’s anticipated monthly pay request
(billing/invoicing) schedule for the entire duration of the construction phase.
8. CONTRACTOR’s Certified Payroll
a. On a bi-weekly basis, or when otherwise requested by the CITY, State, or other
agency or public inquiry, the CONSULTANT shall collect certified payrolls from
the CONTRACTOR. Apart from the regular, bi-weekly collection, the
CONSULTANT shall obtain payroll records within 10 days of the CITY’s
request.
b. CONTRACTOR is responsible for submitting electronically their certified payroll
records to the State Department of Industrial Relations.
c. CONSULTANT shall be responsible for documenting and conducting interviews
of the CONTRACTOR’s field staff/crew for compliance with CITY prevailing
wage ordinance.
9. Schedule
a. CONSULTANT shall review CONTRACTOR’s initial Baseline schedule submittal to
determine whether it is realistic and prepared in accordance with the
Contract Documents, that the milestone and Substantial Completion dates
meet the overall goal for schedule and that no major conflicts exist. The
CONSULTANT shall advise CITY of the review determination and provide
written comments to the CONTRACTOR.
b. CONSULTANT shall review the CONTRACTOR’s schedule updates and provide
written comments to the submitted update.
c. CONSULTANT shall review and evaluate the CONTRACTOR’s requests for
Contract Time extension and make written recommendations to the CITY
regarding entitlement and the number of days, if any, to be added to the
Contract Time(s). If requested by the CITY, CONSULTANT shall provide a
written assessment of the time request. CONSULTANT shall negotiate
schedule adjustments with the CONTRACTOR.
10. Field Quality Control (Inspectional Services)
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a. CONSULTANT shall provide field observation services to monitor compliance
with the Contract Documents.
i. CONSULTANT staff shall have sufficient training and experience
regarding the specific construction activities being performed by
CONTRACTOR.
1) CONSULTANT shall provide staff proportional as what is
required to observe CONTRACTOR’s activities.
2) CONSULTANT shall submit inspection schedule showing
inspection frequency, duration and level of efforts.
3) CONSULTANT shall provide subconsultant(s) as needed to
observe specialty work or increase staffing levels (see Special
Inspections).
4) CITY may set an allowance on a task order specific basis for the
increased cost only of inspectional services if required during
off hours and on weekends. Consultant to provide sufficient
hours to cover all inspectional services anticipated at standard
rates.
b. Reporting
i. CONSULTANT shall prepare daily inspection reports documenting
observed field activities, field crews, CONTRACTOR equipment, and
field problems. CONSULTANT shall collect and compile CONTRACTOR
daily reports.
ii. CONSULTANT shall provide and maintain photographs of field activities
for status monitoring of the project.
iii. CONSULTANT shall monitor record documents (redline drawings) on a
bi- weekly basis to determine if they are being maintained by the
CONTRACTOR and are in substantial conformance with the
CONSULTANT’s information/observations.
iv. CONSULATNT shall prepare a monthly report to include major work
performed, outstanding issues, project photographs, schedule status,
pending and executed change orders summary, and quality issues. This
report shall also be part of CONSULTANT’s monthly progress payment
report.
c. Special Inspections
i. CONSULTANT shall furnish the materials testing and special inspections
required to be performed for the Project. Special Inspection and
materials testing includes, but not limited to:
1) Soils testing for HazMat compliance
2) Soils compaction and relevant testing Asphalt compaction and
relevant testing
3) Concrete sampling and testing
4) Structural steel welding
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5) Coating inspection
6) Medium voltage electrical installation inspection & testing
7) Low voltage electrical installation inspection & testing
8) Special inspections as listed in the project specific design
drawings and specs.
9) Factory inspection and witness test of Load Centers / Unit
Substations prior to shipment.
ii. CONSULTANT shall schedule and coordinate the material testing
services and have responsibility for the specialty inspections and
testing services.
d. Medium Voltage Inspections
i. CONSULTANT shall notify City staff (for CPAU) at least one week in
advance of CONTRACTOR scheduled medium voltage construction,
including placement and orientation of medium voltage equipment,
conduit trenching, utility clearances, and splices.
ii. Any field activities, including inspection, performed by CPAU is
independent of the CONSULTANT’s inspection work and shall be
performed separately and in parallel.
11. System Outages
a. CONSULTANT shall review and evaluate the CONTRACTOR’s system outage
requests (SOR) in conjunction with the CITY. CONSULTANT shall assess the
reasonableness of the duration of the requested shutdown.
b. The SORs shall be reviewed and approved at least three weeks ahead of the
actual outage/shutdown.
c. CONSULTANT shall facilitate/coordinate shutdowns with the CONTRACTOR,
CITY and ENGINEER.
i. CITY is responsible for reviewing and approving system outage request
and duration, confirming the outage is properly planned,
implementing the outage, and bringing services back online after the
outage.
12. Means and Methods of Construction
a. CONSULTANT shall not direct the means and methods of construction.
CONTRACTOR shall be solely responsible for the means and methods of
construction. Concerns or suggestions regarding the CONTRACTOR’s means
and methods shall be communicated to CITY and ENGINEER.
13. Safety
a. CONSULTANT shall comply with appropriate regulatory, project and CITY codes
in addition to CONSULTANT’s Health and Safety Plan regarding necessary
safety equipment and procedures used during performance of the
CONSULTANT’s work and shall take necessary precautions for safe operation
of the CONSULTANT’s work, and the protection of the CONSULTANT’s
personnel from injury and damage from such work.
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b. Neither the professional activities of the CONSULTANT, nor the presence of the
CONSULTANT’s employees or sub-consultants at the construction/project
site, shall relieve the CONTRACTOR and any other entity of their obligations,
duties and responsibilities including, but not limited to, construction means,
methods, sequence, techniques or procedures necessary for performing,
superintending, or coordinating their work in accordance with the Contract
Documents, City codes, and any health or safety precautions required by
pertinent regulatory agencies. CONSULTANT and its personnel have no
authority to exercise any control over any CONTRACTOR or other entity or
their employees in connection with their work or any health or safety
precautions.
14. Spare Parts
a. CONSULTANT shall prepare a list of required spare parts from the specifications
and vendor O&M Manuals or recommended spare parts lists.
b. CONSULTANT shall inventory spare parts as they are delivered by the
CONTRACTOR and transfer spare parts to the CITY. The transfer of part shall
be documented via material transmittal, signed by Contractor, CONSULTANT
and CITY.
15. Operation and Maintenance (O&M) Manuals
a. CONSULTANT shall prepare a list of anticipated O&M Manuals and track the
submittal and review process in the online document tracking system.
b. CONSULTANT shall verify that the submitted O&M manuals are the correct and
latest version, and that the ‘lessons learned’ and notes taken during startup
and commissioning are included in the O&M manuals. CONSULTANT shall
coordinate delivery of final hardcopies from CONTRACT to CITY.
16. Testing and Training
a. CONSULTANT shall coordinate training requirements and activities.
b. ENGINEER shall provide design assistance during testing operations.
c. CONSULTANT shall work with CONTRACTOR, ENGINEER and CITY on the
development of the Testing and Startup Plan.
d. CONSULTANT shall provide oversight and administration of training and
testing.
e. CONSULTANT shall coordinate the training with the CONTRACTOR, vendor and
CITY staff. Some equipment may need training for third party personnel with
whom the CITY may be contracting with. CITY will provide the vendor contact
information for CONSULTANT to coordinate with. Trainings shall be
coordinated so that key CITY staff can attend; schedule shall accommodate
key CITY staff/ Plant operations shifts. Multiple training sessions for day shift
and night shift operators may be required.
f. CONSULTANT shall observe start-up and testing as the CITY’s representative
and maintain copies of start-up documentation in an organized binder that
shall be turned over at the end of the project.
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g. CONSULTANT shall attend training sessions and collect attendance sheets and
copies of training material.
h. If required by CITY, CONSULTANT shall coordinate production quality audio and
video recording and editing of training sessions to be used for future training
sessions. The final digital copy shall be labeled and have an introduction that
indicates the type of training, the process area, the equipment name, the
vendor(s) / manufacturer(s) if applicable, the date, and the CONTRACTOR.
i. Refer CITY’s Demonstration and Training Standards for more details.
j. Corrective Work Item List: The CONSULTANT shall prepare and maintain a
Corrective Work Item list (CWL) with the input from the CITY and ENGINEER.
k. CONSULTANT shall confirm that the items identified in the CWL are completed
in preparation for issuance of Substantial Completion Certificate (SCC).
l. CONSULTANT shall prepare the SCC for execution by the CITY and the
CONTRACTOR when the Corrective Work Items are completed to the CITY’s,
ENGINEER’s and The CONSULTANT’s satisfaction.
17. Corrective Work Item List
a. The CONSULTANT shall prepare and maintain a Corrective Work Item list (CWL) with
the input from the CITY and ENGINEER.
b. CONSULTANT shall confirm that the items identified in the CWL are completed
in preparation for issuance of Substantial Completion Certificate (SCC).
c. CONSULTANT shall prepare the SCC for execution by the CITY and the CONTRACTOR
when the Corrective Work Items are completed to the CITY’s, ENGINEER’s and The
CONSULTANT’s satisfaction.
E. Task 5: Project Closeout Phase
1. Punch List and Final Inspection
a. Punch List
i. CONSULTANT shall in conjunction with the CITY prepare the list of
outstanding deficiencies.
ii. CONSULTANT shall prepare and issue the Punch List(s) from the list of
deficiencies.
iii. CONSULTANT shall have primary responsibility for verifying that the
Punch List work is complete.
b. Final Inspection
i. CONSULTANT shall have primary responsibility for conducting the final
inspection.
1) CITY will participate and provide input on the final inspection.
2) ENGINEER will provide design input on final inspection items if
determined necessary by the CITY.
3) CONSULTANT shall be responsible for oversight and review of
the final inspection.
2. Warranty Coordination
a. CONSULTANT shall maintain a warranty file in the online document tracking
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system. All warranty documentation shall be handed off to the CITY at
conclusion of the contract.
3. Project Closeout
a. CONTRACTOR shall furnish record documents, which the CONSULTANT shall
review and transmit to ENGINEER for conforming and final issuance to CITY.
b. CONSULTANT shall prepare necessary CITY documentation recommending
acceptance of the completed work by the CITY.
c. CONSULTANT shall turnover project documentation to the CITY in an orderly
manner and in a timely manner after completion of the project and all Punch-
list activities. The CONSULTANT shall retain all change event files at the end
of the project. The CITY shall have the right to request review and/or copies
of the change events files.
Work Order No. 2: Milestone Schedule Of Performance
TASK # MILESTONES NUMBER OF WEEKS TO COMPLETION FROM
WORK ORDER #1 NOTICE TO PROCEED (NTP)
Task 1 General Requirements 125 Weeks
Task 2 Pre-Construction 13 Weeks
Task 3 SRF Compliance N/A
Task 4 Construction Phase 113Weeks
Task 5 Project Closeout 125 Weeks
Work Order No. 2: Milestone Compensation Schedule
TASK # MILESTONES NOT TO EXCEED
AMOUNT
Task 1 General Requirements $17,685
Task 2 Pre-Construction $8,240
Task 3 SRF Compliance $0
Task 4 Construction Phase $459,050
Task 5 Project Closeout $14,340
Inspection Allowance $50,000
Sub-total Basic Services $549,315
Reimbursable Expenses $0
Total Basic Services and Reimbursable Expenses $549,315
Additional Services (per Section 4) (Not to Exceed) $54,932
Maximum Total Compensation $604,247
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1
(Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional
Services, provided in all cases that the schedule of performance shall fall within the term as provided in
Section 2 (Term) of this Agreement.
WORK ORDER #2
Tasks 1-5 completed within 125 Weeks from the Notice to Proceed for Work Order 2, as detailed in
the Milestone Schedule of Performance attached to Work Order #2.
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EXHIBIT “C”
COMPENSATION
CITY agrees to compensate CONSULTANT for on-call, as-needed, time-limited project
support services performed in accordance with the terms and conditions of this Agreement,
and as set forth in a specific Task Order budget schedule. Compensation shall be calculated
based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount
for each task set forth in a specific Task Order.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any
of the tasks or categories within a specific Task Order, provided that the total compensation
for the Services, including any specified reimbursable expenses, and the total compensation
for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts
set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4), within this/these amount(s). Any work performed
or expenses incurred for which payment would result in a total exceeding the maximum
amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative
support time/overtime, information systems, software and hardware, photocopying,
telecommunications (telephone, internet), in-house printing, insurance and other ordinary
business expenses, are included within the scope of payment for Services and are not
reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be
reimbursed are: NONE up to the not-to-exceed amount of $0.00.
WORK ORDER #2
Compensation as detailed in the Milestone Compensation Schedule attached to Work
Order #2., Not to Exceed:
Total Basic Services and Reimbursable Expenses $549,315
Additional Services (per Section 4) (Not to Exceed) $54,932
Maximum Total Compensation $604,247
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BIDDER Price REMARKS % Over
Anderson Pacific Engineering Construction 6,070,000$ Low Bidder 76.45%
Pacific Industrial Electric 7,309,475$ 112.48%
Stronghold Engineering Inc.7,601,819$ 120.98%
Engineer's estimate 3,440,000$ 0.00%
Attachment B - Bid Summary
12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1
Invitation for Bids (IFB) Number: 185744
Attachment C
Rev. September 29, 2021 1
PART 4 – CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
Contract No. C23185744
City of Palo Alto
12kV Electrical Power Distribution Loop Rehabilitation Bid
Package 1 Project
Attachment D
Rev. September 29, 2021 2
PART 4 – CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
TABLE OF CONTENTS
SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….………….6
1.1 Recitals……………………………………………………………………………………………………………………...6
1.2 Definitions………………………………………………………………………………………………………………….6
SECTION 2 THE PROJECT………………………………………………………………………………………………………..6
SECTION 3 THE CONTRACT DOCUMENTS.……………………………………………………………………………...7
3.1 List of Documents.…………………………………………………………………………………………..............7
3.2 Order of Precedence…………………………………………………………………………………………….......7
SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..7
4.1 Contractor's Duties……………………………………………………………………………………………………..7
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………………………………………………………………………………………………………9
SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9
8.1 Standard of Care…………………………………………………………………………………..……………………9
SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..……9
9.1 Hold Harmless……………………………………………………………………………………………………………9
9.2 Survival………………………………………………………………………………………………………………………10
SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………..10
10.1 Municipal Code Requirement…………….………………………………..……………………………………..10
SECTION 11 INSURANCE AND BONDS.……………………………………………………………………………………10
11.1 Evidence of Coverage…………………………………………………………………………………………………10
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PART 4 – CONSTRUCTION CONTRACT
SECTION 12 PROHIBITION AGAINST TRANSFERS………………………………………………………………….….10
12.1 Assignment…………………………………………………………………………………………………………………10
12.2 Assignment by Law.……………………………………………………………………………………………………10
SECTION 13 NOTICES……………………………………………………………………………………………………………….10
13.1 Method of Notice ………………………………………………………………………………………………………10
13.2 Notice Recipents ……………………………………………………………………………………………………….11
13.3 Change of Address……………………………………………………………………………………………………..11
SECTION 14 DEFAULT…………………………………………………………………………………………………………......12
14.1 Notice of Default………………………………………………………………………………………………………..12
14.2 Opportunity to Cure Default………………………………………………………………………………………12
SECTION 15 CITY'S RIGHTS AND REMEDIES……………………………………………………………………………..12
15.1 Remedies Upon Default………………………………………………………………………………………….....12
15.1.1 Delete Certain Services…………………………………………………………………………………………..12
15.1.2 Perform and Withhold……………………………………………………………………………………………..12
15.1.3 Suspend The Construction Contract………………………………………………………………………..12
15.1.4 Terminate the Construction Contract for Default…………………………………………………….12
15.1.5 Invoke the Performance Bond…………………………………………………………………………………..12
15.1.6 Additional Provisions………………………………………………………………………………………………13
15.2 Delays by Sureties……………………………………………………………………………………………………….13
15.3 Damages to City………………………………………………………………………………………………………….13
15.3.1 For Contractor's Default………………………………………………………………………………………….13
15.3.2 Compensation for Losses………………………………………………………………………………………..13
15.4 Suspension by City……………………………………………………………………………………………………..13
15.4.1 Suspension for Convenience……………………………………………………………………………………13
15.4.2 Suspension for Cause…………………………………………………………………………………………......13
15.5 Termination Without Cause……………………………………………………………………………………….14
15.5.1 Compensation…………………………………………………………………………………………………………14
15.5.2 Subcontractors………………………………………………………………………………………………………….14
15.6 Contractor’s Duties Upon Termination………………………………………………………………...........14
SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES…………………………………………………………………15
16.1 Contractor’s Remedies……………………………………..………………………………………………………….15
16.1.1 For Work Stoppage……………………………………………………………………………………………………15
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PART 4 – CONSTRUCTION CONTRACT
16.1.2 For City's Non-Payment……………………………………………………………………………………………..15
16.2 Damages to Contractor………………………………………………………………………………………………….15
SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….……….15
17.1 Financial Management and City Access………………………………………………………………………….15
17.2 Compliance with City Requests………………………………………………………………………………………16
SECTION 18 INDEPENDENT PARTIES…………………………………………………………………………………………….16
18.1 Status of Parties……………………………………………………………………………………………………………..16
SECTION 19 NUISANCE……………………………………………………………………………………………………….………..16
19.1 Nuisance Prohibited………………………………………………………………………………………………………..16
SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………………..16
SECTION 21 WAIVER…………………………………………………………………………………………………………………….16
SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS………………………………………..17
22.1 Governing Law…………………………………………………………………………………………………………………17
22.2 Compliance with Laws……………………………………………………………………………………………………..17
22.2.1 Palo Alto Minimum Wage Ordinance ………………………………………….…………………………………17
SECTION 23 COMPLETE AGREEMENT…………………………………………………………………………………………...17
23.1 Integration……………………………………………………………………………………………………………………….17
SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………………..17
24.1 Survival of Provisions……………………………………………………………………………………………………....17
SECTION 25 PREVAILING WAGES…………………………………………………………………………………………………..17
SECTION 26 NON-APPROPRIATION……………………………………………………………………………………………….18
26.1 Appropriation…………………………………………………………………………………………………………………..18
SECTION 27 AUTHORITY……………………………………………………………………………………………………………….18
27.1 Representation of Parties………………………………………………………………………………………………..18
SECTION 28 COUNTERPARTS……………………………………………………………………………………………….........18
28.1 Multiple Counterparts……………………………………………………………………………………………………18
SECTION 29 SEVERABILITY…………………………………………………………………………………………………………..18
29.1 Severability…………………………………………………………………………………………………………………….18
SECTION 30 STATUTORY AND REGULATORY REFERENCES ………………………………………………….........18
30.1 Amendments of Laws…………………………………………………………………………………………………….18
SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….……….19
31.1 Workers Compensation…………………………………………………………………………………………………19
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PART 4 – CONSTRUCTION CONTRACT
SECTION 32 DIR REGISTRATION AND OTHER REQUIREMENTS………………………………………..…………19
32.1 General Notice to Contractor……………………………………………………………………………………….19
32.2 Labor Code section 1771.1(a)……………………………………………………………………………………...19
32.3 DIR Registration Required……………………………………………………………………………………………19
32.4 Posting of Job Site Notices……………………………………………………………………………………………19
32.5 Payroll Records…………………………………………………………………………………………………………….19
32.6 Employment of Apprentices…………………………………………………………………………………………20
Rev. September 29, 2021 6
PART 4 – CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
THIS CONSTRUCTION CONTRACT entered into on November 14, 2022 (“Execution Date”) by and between the CITY
OF PALO ALTO, a California chartered municipal corporation ("City"), and ANDERSON PACIFIC
ENGINEERING CONSTRUCTION, INC. ("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 corporation duly organized and in good standing in the State of California, Contractor’s License
Number 245215 and Department of Industrial Relations Registration Number 1000000061. Contractor represents that it
is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the
obligations set forth in this Construction Contract.
C.On July 12, 2022, City issued an Invitation for Bids (IFB) to contractors for the 12kV Electrical Power
Distribution Loop Rehabilitation Bid Pkg 1 (“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 substantive parts of this Construction Contract and are hereby incorporated herein by reference.
1.2 Definitions.
Capitalized terms shall have the meanings set forth in this Construction Contract (sometimes referred to herein as
the “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 12kV Electrical Power Distribution Loop Rehabilitation Bid Pkg 1 Project, located at 2501
Embarcadero Way, Palo Alto, CA. 94303 ("Project").
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PART 4 – CONSTRUCTION CONTRACT
SECTION 3 THE CONTRACT DOCUMENTS.
3.1 List of Documents.
The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the
following documents which are on file with the Purchasing Division and are hereby incorporated into this Construction
Contract by reference.
1) Change Orders
2) Field Orders
3) Construction 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
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PART 4 – CONSTRUCTION CONTRACT
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 December 31, 2024.
within calendar days () 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 Public Contract Code Section 7203, if Contractor fails to achieve Final 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 Final Completion, based on the amount of Five Thousand Six
Hundred Eighteen Dollars ($5,618) 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 Final 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 Final 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.
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PART 4 – CONSTRUCTION CONTRACT
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 Six Million Seventy Thousand Dollars ($6,070,000.00).
[This amount includes the Base Bid and Additive Alternates .]
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.
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9.2 Survival.
The provisions of Section 9 shall survive the termination or expiration 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 due to the 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. 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.
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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
2501 Embarcadero Way
Palo Alto, CA 94303
Attn: Padmakar Chaobal
[Include Construction Manager, If Applicable.]
Carollo Engineers
2795 Mitchell Drive
Walnut Creek, CA 94598
Attn: Rick Chan, PE
Email: rchan@carollo.com
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:
To Contractor:
Anderson Pacific Engineering Construction, Inc.
1370 Norman Avenue
Santa Clara, CA 95054
Attn: Peter E. Anderson
Email: pea@andpac.com
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.
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PART 4 – CONSTRUCTION CONTRACT
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.
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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.
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.
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PART 4 – CONSTRUCTION CONTRACT
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
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PART 4 – CONSTRUCTION CONTRACT
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 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.
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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 venturers 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.
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.
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.
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SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS.
22.1 Governing Law and Venue.
This Construction Contract shall be construed in accordance with and governed by the laws of the State of California,
without regard to conflict of law provisions, and venue shall be in a court of competent jurisdiction in the County of Santa
Clara, California 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 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 or expiration 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 or expiration of the Construction Contract.
SECTION 25 PREVAILING WAGES.
This Project is not subject to prevailing wages and related requirements. Contractor is not required to pay prevailing
wages and meet related requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the Contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1),
1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
Or
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. Contractor 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
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PART 4 – CONSTRUCTION CONTRACT
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, website (see e.g.
http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. Contractor 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. Contractor
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 1720, 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.
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, when executed by all the parties, shall together
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, as may be amended from time
to time, unless otherwise required by law.
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SECTION 31 WORKERS’ COMPENSATION CERTIFICATION.
31.1 Workers Compensation.
Contractor shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections
1860 and 3700.
Pursuant to Labor Code Section 1861, by signing this Contract, Contractor thereby 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 REQUIREMENTS.
32.1 General Notice to Contractor.
City requires Contractor and its Subcontractors 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. Additional information regarding public works and prevailing wage requirements is available on the DIR website
(see e.g. http://www.dir.ca.gov) as amended from time to time.
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 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; Compliance Monitoring.
City gives notice to Contractor and its Subcontractors that Contractor is required to post all job site notices prescribed
by law or regulation and Contractor is subject to compliance monitoring and enforcement by DIR.
32.5 Payroll Records.
Contractor 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 Contractor and its Subcontractors to comply with the requirements of Labor Code section 1776, including
but not limited to:
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(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
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 Subcontractors, respectively.
(iii) At the request of City, acting by its Project Manager, Contractor and its Subcontractors shall make the
certified payroll records available for inspection or furnished upon request to the City’s Project Manager
within ten (10) days of receipt of City’s request.
City requests Contractor and its Subcontractors to submit the certified payroll records to the
City’s Project Manager at the end of each week during the Project.
(iv) If the certified payroll records are not provided as required within the 10-day period, then Contractor and
its 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 City’s Project Manager of the location of Contractor’s and its Subcontractors’ payroll records
(street address, city and county) at the commencement of the Project, and also provide notice to the City’s
Project Manager within five (5) business days of any change of location of those payroll records.
32.6 Employment of Apprentices.
Contractor 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.
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PART 4 – CONSTRUCTION CONTRACT
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
ANDERSON PACIFIC ENGINEERING
CONSTRUCTION, INC.
Officer 1
By:___________________________
Name:________________________
Title:__________________________
Date: _________________________
Officer 2
By:____________________________
Name:__________________________
Title:___________________________
Date:___________________________