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Staff Report 14640 (2)
City of Palo Alto (ID # 14640) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Contract Number C23185109A With Daleo, Inc., in the Amount of $1,411,059 for Gas Main Replacement Project 24A (GS-14003) at the Stanford Shopping Center; and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed of $141,106, for a Total Not-to-Exceed Amount of $1,552,165 From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute contract C23185109A (Attachment A) with Daleo Inc. in an amount not-to-exceed $1,411,059 for the Gas Main Replacement 24A project (GMR 24A) Capital Improvement Program (GS-14003) at the Stanford Shopping Center. 2. Approve and authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with Daleo Inc. for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $141,106 or 10% of the contract amount. The total not-to-exceed amount is $1,552,165, which includes contract amount of $1,411,059 and a 10% contingency of $141,106. Executive Summary This item approves a construction contract to complete GMR 24A project in the Council- approved Capital Improvement Program (CIP). This project is designed to ensure reliable gas service for the City of Palo Alto residents and customers. The project targets the replacement of polyvinyl chloride (PVC) and steel distribution main and service pipes in the vicinity of the Stanford Shopping Center that are near or past their operational life expectancy. The City coordinated the work with Simon Property Group Inc. (Stanford Shopping Center’s City of Palo Alto Page 2 management) for construction work dates of January 2, 2023 through March 31, 2023 and early construction hours between 6:00 a.m. and 3:00 p.m. Background The GMR 24A project is part of the Council-approved Capital Improvement Program (CIP) designed to ensure reliable gas service for the City of Palo Alto residents and customers. The project targets the replacement of polyvinyl chloride (PVC) and steel distribution main and service pipes in the vicinity of the Stanford Shopping Center that are near or past their operational life expectancy. Over time, PVC pipe material becomes embrittled and is susceptible to cracking during excavation and earth movements, which result in gas leaking from the pipeline. Steel pipe material, when isolated from the rest of the cathodic protection (i.e., electrical current on steel pipelines) system or receiving low cathodic protection current, has an increased chance of becoming corroded and eventually leaking. These PVC and steel pipelines are typically replaced with polyethylene pipelines, which have greater elastic properties and do not require cathodic protection. Repairs on PVC and steel pipelines require specialized tooling and can be very time consuming, disruptive, and difficult. The location of the existing distribution mains near the Stanford Shopping Center presents a greater risk to public safety in the event of a gas leak due to high occupancy. While there are no active gas leaks on the pipelines surrounding the shopping center, the remaining PVC and steel pipe is recommended for replacement to improve the overall safety near this location. Replacement of PVC and corroded steel distribution main and services is also required to remain on track with the City’s planned CIP replacement schedule and minimize the impact on resources due to the increased maintenance. Replacement will also minimize greenhouse gas emissions from leaking or damaged PVC and steel pipelines. Gas Main Replacement 24A was originally included in the Gas Main Replacement 24 project (GMR 24). Staff split the GMR 24 project into two projects (GMR 24A and 24B) due to (1) the required construction timeframe requested by Stanford Shopping Center and (2) a federal grant funding opportunity under the Infrastructure Investment and Jobs Act. The GMR 24A project consists of work in the Stanford Shopping Center and the GMR 24B project includes work on University Avenue between Webster Street and East Crescent Drive, Geng Road, and Town & Country Village. The Stanford Shopping Center requested the work to be performed in the months of January, February, and March of each year when mall operations are the slowest. The Natural Gas Distribution Infrastructure Safety and Modernization (NGDISM) grant offers funding for proposed natural gas pipeline material replacement projects and greenhouse gas emission reduction equipment for up to $200 million, each year from 2022 to 2026. The GMR 24B project was submitted for approximately $9 million in NGDISM grant funding managed by the Pipeline and Hazardous Materials Safety Administration (PHMSA). The City’s grant City of Palo Alto Page 3 application was submitted on August 8, 2022 and award notices are scheduled to be issued by February 8, 2023. Given the higher potential consequence area surrounding the shopping center and to accommodate Stanford Shopping Center’s scheduling request, the GMR 24A project was prioritized and posted for competitive solicitation in summer 2022 to avoid waiting another year to perform the replacement work. As part of the planning and design process, staff coordinated the GMR 24A project with Stanford and Simon Property Group Inc. for the work schedule around Stanford Shopping Center. Simon Property Group Inc. is the company that manages all tenants on Stanford Shopping Center property. The City also coordinated with the Stanford University Real Estate Office for the easement and with other City departments to minimize interference with other contractors. Discussion Project Description The work to be performed under this contract C23185109A is the installation of approximately 2,450 linear feet of polyethylene (PE) gas distribution pipe, four new PE gas service pipes, and the reconnection of four existing PE gas services to the new gas distribution main pipe within the Stanford Shopping Center (project locations are shown in Attachment C). Replacing the gas distribution system with PE will enhance the reliability of the gas distribution system, make the system more resilient against corrosion and earth movements, eliminate potential leaks, reduce maintenance costs, and extend the useful life of the gas distribution system. In addition, unlike PVC gas main and services, the new PE pipelines will be installed with a metallic tracer wire, which increases the pipeline locating accuracy and reduces construction dig-ins. Construction dig-ins are the City’s 2nd through 6th highest ranked risk scores on the Distribution Integrity Management Plan (DIMP) due to the potential of homeowners, Contractors, and City staff damaging a mismarked pipeline. The replacement of the existing PVC and steel pipeline at Stanford Shopping Center is prioritized due to the age, location, and material of the gas distribution mains and services. Stanford Shopping Center is an area with a large concentration of people and is considered a high consequence area. Replacement of the gas distribution mains and services will reduce the overall risk, maintenance costs, and emergency repair disruptions to mall operations. The relocation of the distribution gas mains and service from the east side of Stanford Shopping Center’s parking area to the existing roadway will reduce potential interference with future mall building construction. The City coordinated the work with Simon Property Group Inc. (Stanford Shopping Center’s management) for construction work dates of January 2, 2023 through March 31, 2023 and early construction hours between 6:00 a.m. and 3:00 p.m. The construction timeframe and hours were requested by Simon Property Group Inc. as this is the slowest time of the year for mall operations and the earlier start time will reduce construction during more congested shopping City of Palo Alto Page 4 center hours. The City coordinated with the Development Services Department for approval of a Noise Exemption Permit for construction work between 6:00 a.m. and 8:00 a.m., Monday through Friday. The Noise Exemption Permit requires additional notification requirements with a wider radius of notification from the project area. Additionally, the City coordinated with Stanford Real Estate to obtain a temporary access permit at Stanford Shopping Center to allow the construction and pipeline installation. A final easement application for the new pipeline will be completed and finalized by the contractor as outlined in the GMR 24A project specifications. To avoid delays in starting the project, the City has pre-purchased all the materials for the project except incidental material (e.g., soil backfill) required to complete the work. Pre- purchasing materials avoids construction delays caused by supply chain issues and long lead times recently experienced when materials were ordered by contractors. The pre-purchasing will also allow the City to meet the construction schedule requested by the Stanford Shopping Center’s management company. Bid Process On July 15, 2022, the City posted a notice inviting formal bids (IFB) for the GMR 24A project on the City’s electronic procurement system, PlanetBids. The original bidding period was 25 calendar days. One (1) contractor submitted a bid on August 8, 2022. The original bid was $1,604,491, which was substantially greater than the engineering estimate. The City rejected the bid due to its price. The City rebid the project on August 12, 2022 for a total of 15 calendar days. One (1) contractor submitted a bid on August 26, 2022, but its bid price was less than the previously rejected bid. The same contractor submitted bids for the two IFBs. Other contractors did not propose a bid because they did not have resources available to meet the construction timeline. City staff reviewed the rebid and believes it to be responsive considering factors such as the location of the project, existing gas pipeline material, complexity of construction around a shopping mall, and project size in the high cost of this project. City staff recommends proceeding with awarding the contract due to these factors. Bid Name/Number Gas Main Replacement Project 24A (GS-14003), IFB Number 185109A Proposed Length of Project 3 months (January 2, 2023, to March 31, 2023) Number of Vendors notified through PlanetBids 1172 Number of Builder’s Exchanges notified through PlanetBids TBD Number of Bid Packages Downloaded by Vendors 14 Total Days to Respond to Bid 15 Pre-Bid Meeting? No, required on original IFB City of Palo Alto Page 5 Number of Vendors at Pre-Bid Meeting 7 on the original IFB Number of Bids Received: 1 Bid Price Range $1,411,059 (Rebid) Staff has reviewed the bid submitted and recommends that Daleo Inc. be awarded the contract as the only responsible and responsive bidder as listed in the attached Bid Summary (Attachment B) Contract. The contingency amount of $141,106, which equals 10 percent of the total contract, is requested for additional unforeseen work that may develop during the project. Additional work is common with construction projects because during construction there may be previously unknown obstructions and ground conditions that require changes in how construction will proceed, leading to change orders that may create additional costs. A contingency fund is necessary to prevent significant delays in the project to handle these unforeseen conditions, which could otherwise result in longer road closures and disruptions. Any unspent contingency funds are returned to reserves at the end of the project. Staff confirmed with the Contractor's State License Board that Daleo Inc., has an active license on file. Staff checked references supplied by the contractor for previous work performed and found no significant complaints. Staff also confirmed that Daleo Inc., is registered and in good standing with the Department of Industrial Relations (DIR). Resource Impact The total not-to-exceed amount is $1,552,165 which includes the contract amount of $1,411,059 and a 10% contingency of $141,106. Funding for the contract amount ($1,411,059) and 10% contingency ($141,106) are available in the FY 2023 Adopted Capital Budget for project number GS-14003, Gas Main Replacement Project 24A. This project includes funding transfers of $1,248 to the General Fund as an estimate for Street Cut Fees. Summary of Project Costs for GMR 24A Project (GS-14003) Pre-Design/Design Costs $35,325 Material (City Provided) $35,000 Construction Costs $1,411,059 10% Contingency $141,106 Staff Time (Includes Engineering, Operations, & Inspection) $257,458 Trench Cut Fees $1,248 TOTAL $1,881,196 The size of this project significantly exceeds the City’s in-house construction resources, making it necessary to contract out the work. Policy Implications The approval of this contract and implementation of this project are consistent with existing City goals, policies, programs, and plans including: City of Palo Alto Page 6 Utilities Strategic Plan The recommendation conforms with the 2018 Utilities Strategic Plan Priority 4 Strategy 1: “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.” Distribution Integrity Management Plan (DIMP) This project is consistent with the City’s 2021 DIMP plan which is compliant with the Department of Transportation (DOT) 49 Code of Federal Regulations Part 192, Subpart P, “Gas Distribution Pipeline Integrity Management” requirements. Stakeholder Engagement Utilities infrastructure work has been and will continue to be coordinated with street paving activities with Public Works. Project coordination within the City’s administration is enhanced by using the City’s Geographical Information System Project Coordinator Program to determine potential project conflicts. In addition, the City will continue to work internally with Development Services for compliance with the Noise Exemption Permit. Also, external coordination will continue with Simon Property Group Inc. and Stanford University Real State group for the easement application. Staff’s GMR 24A project communications will include project notifications mailed to all residents and businesses within a 1,000-foot radius from Stanford Shopping Center at least 30 days prior to the commencement of work. Daleo Inc. will distribute project notifications to each property a minimum of 15 days and again 24 hours prior to beginning work. Three construction message boards have been included in the contract to be placed around the mall a month prior to construction to notify mall visitors. A link to the City website for the GMR 24A project will be included in the mailed project notifications. The construction is expected to commence on January 2, 2023. Environmental Review The project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15302(c), replacement or reconstruction of existing utility systems or facilities. Attachments: • Attachment A: Daleo, Inc. Contract; C23185109A • Attachment B: Bid Summary • Attachment C: Map Rev. September 29, 2021 1 PART 4 – CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C23185109A City of Palo Alto Gas Main Replacement (GMR) 24-A 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 Rev. September 29, 2021 3 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 Rev. September 29, 2021 4 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 Rev. September 29, 2021 5 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 DALEO 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 458944 and Department of Industrial Relations Registration Number 100000400. 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 August 12, 2022, City issued an Invitation for Bids (IFB) to contractors for the Gas Main Replacement (GMR) 24-A (“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 Gas Main Replacement (GMR) 24-A Project, located at Stanford Shopping Mall, 660 Stanford Shopping Center Way, Palo Alto, CA. 94304("Project"). / / / / Rev. September 29, 2021 7 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 Rev. September 29, 2021 8 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 March 31, 2023. 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 Three Thousand Five Hundred dollars ($3,500.00) 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. Rev. September 29, 2021 9 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 One Million Four Hundred Eleven Thousand and Fifty-Nine Dollars ($1,411,059). [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. Rev. September 29, 2021 10 PART 4 – CONSTRUCTION CONTRACT 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. Rev. September 29, 2021 11 PART 4 – CONSTRUCTION CONTRACT 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: [Include Construction Manager, If Applicable.] _______________________________ _______________________________ _______________________________ _______________________________ City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Aaron Perkins Email: Aaron.Perkins@CityofPaloAlto.org 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: Daleo Inc. 550 E. Luchessa Ave. Gilroy, CA 95020 Attn: Joe Franke Email: joe@daleoinc.com 13.3 Change of Address. Rev. September 29, 2021 12 PART 4 – CONSTRUCTION CONTRACT In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend the Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. Rev. September 29, 2021 13 PART 4 – CONSTRUCTION CONTRACT 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. Rev. September 29, 2021 14 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 Rev. September 29, 2021 15 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. Rev. September 29, 2021 16 PART 4 – CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint 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. Rev. September 29, 2021 17 PART 4 – CONSTRUCTION CONTRACT 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 Rev. September 29, 2021 18 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. Rev. September 29, 2021 19 PART 4 – CONSTRUCTION CONTRACT 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: Rev. September 29, 2021 20 PART 4 – CONSTRUCTION CONTRACT (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 ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the City’s Project Manager of the location of Contractor’s and its Subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the City’s Project Manager within five (5) business days of any change of location of those payroll records. 32.6 Employment of Apprentices. Contractor shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. Rev. September 29, 2021 21 PART 4 – CONSTRUCTION CONTRACT IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Utilities Director DALEO INC. By:___________________________ Name:________________________ Title:__________________________ By:____________________________ Name:__________________________ Title:__________________________ ATTACHMENT B Gas Main Replacement Project 24A Bid Opening Date 8/26/22 GS-14003 179815 Item No.Qty. Unit Description Unit Price Extended Price Unit Price Extended Price 1 2,171 LF Install 4" Gas MDPE pipe by horizontal directional drilling 215.00$ 466,765.00$ 439.35$ 953,828.85$ 2 256 LF Install 4" Gas MDPE pipe by open trench excavation.450.00$ 115,200.00$ 586.25$ 150,080.00$ 3 1 EA Install Anode Box/Test Station 200.00$ 200.00$ 750.00$ 750.00$ 4 2 EA Install 1" PE Gas Service Line Including EFV and 1" Riser with OR without a bypass at the existing gas meter location by horizontal directional drilling OR open trench excavattion 6,000.00$ 12,000.00$ 9,500.00$ 19,000.00$ 5 1 EA Install 1" PE Gas Service Stub and EFV for the City to reconnect the existing 1" PE gas service to new main by horiziontal directional drilling OR open trench excavation 2,750.00$ 2,750.00$ 7,500.00$ 7,500.00$ 6 2 EA Install 2" PE Gas Service Line Including 2" PE ball valve and/or EFV and 2" Riser with a 1-1/4" or 2" bypass at existing gas meter location by horizotnal directional drilling OR open trench excavation 7,000.00$ 14,000.00$ 10,500.00$ 21,000.00$ 7 3 EA Install 2" PE Gas Service Stub with 2" PE ball valve and/or EFV for the City to reconnect the existing 2" PE gas service to new main by horizontal directional drilling OR open trench excavation 3,500.00$ 10,500.00$ 8,500.00$ 25,500.00$ 8 1 EA Install a 4" commercial steel pipe bollard filled with concrete at existing gas meter location per Standard Detail WGW-05B 600.00$ 600.00$ 750.00$ 750.00$ 9 4 EA Excavate Tie-in/Abandonment Pits for Gas Main(s) (≤5-ft in depth, up to 25 SF)3,000.00$ 12,000.00$ 6,500.00$ 26,000.00$ 10 1 EA Excavate Tie-in/Abandonment Pits for Gas Main(s) (≤5-ft in depth, up to 50 SF)6,000.00$ 6,000.00$ 8,500.00$ 8,500.00$ 11 2 EA Replace existing gas meter box and lid with Armorcast Polymere Concrete Utility Box (24" x 36" x 18") with extensions and one-piece cover per Standard Detail GD-21 2,500.00$ 5,000.00$ 4,500.00$ 9,000.00$ 12 4 EA Replace existing gas meter box and lid with Armorcast Polymere Concrete Utility Box (30" x 60" x 36") with extensions and two-piece cover per Standard Detail GD-22 3,500.00$ 14,000.00$ 6,500.00$ 26,000.00$ 13 1 EA Perform GPS survey or Collect survey points 60,000.00$ 60,000.00$ 65,000.00$ 65,000.00$ Total 719,015.00$ 1,312,908.85$ Item No.Qty. Unit Description Unit Price Extended Price Unit Price Extended Price 14 1 EA Install 1" PE Gas Service Line Including EFV and 1" Riser with OR without a bypass at a NEW gas meter location by horizontal directional drilling OR open trench excavattion 6,000.00$ 6,000.00$ 9,500.00$ 9,500.00$ 15 2 EA Abandon existing anode box / valve 400.00$ 800.00$ 500.00$ 1,000.00$ 16 3 EA Install sanitary sewer cleanout 3,000.00$ 9,000.00$ 7,500.00$ 22,500.00$ 17 1 CY Recycle asphalt containing petro mat 80.00$ 80.00$ 200.00$ 200.00$ 18 2 EA Removal and replace as section of the sanitary sewer lateral 2,000.00$ 4,000.00$ 5,200.00$ 10,400.00$ 19 300 Inch/SF Install additional pavement (Concrete thickness)0.60$ 180.00$ 12.00$ 3,600.00$ 20 300 Inch/SF Install additional pavement (AC thickness)1.00$ 300.00$ 8.00$ 2,400.00$ 21 1,500 Inch/SF Install additional Class 2 Aggregate Base (Base thickness)0.35$ 525.00$ 3.00$ 4,500.00$ 22 1,500 Inch/SF Install additional pavement thickness (Base thickness)0.35$ 525.00$ 8.00$ 12,000.00$ 23 100 LF Install additional curb 25.00$ 2,500.00$ 60.00$ 6,000.00$ 24 100 LF Install additional gutter 25.00$ 2,500.00$ 60.00$ 6,000.00$ 25 100 SF Install additional sidewalk 15.00$ 1,500.00$ 50.00$ 5,000.00$ 26 1,000 Inch/LF Sawcut additional pavement (thickness)0.25$ 250.00$ 2.50$ 2,500.00$ 27 100 LF Perform additional saw cutting 3.00$ 300.00$ 8.00$ 800.00$ 28 1 EA Remove unused meter box 250.00$ 250.00$ 4,000.00$ 4,000.00$ 29 2 Ton Disposal of excavated soils at Class 1 landfill 400.00$ 800.00$ 1,000.00$ 2,000.00$ 30 2 Ton Disposal of excavated soils at Class 2 landfill 350.00$ 700.00$ 1,000.00$ 2,000.00$ 31 5 EA Additional pothole due to the USA mismark or requested by the City for verification 600.00$ 3,000.00$ 750.00$ 3,750.00$ 0 0 0 0 -$ -$ -$ 0 0 0 0 -$ -$ -$ Total 33,210.00$ 98,150.00$ Project Title CIP No. Section A - GMR 24A - Base Bid Engineer's Estimate Daleo Inc. Section B - GMR 24A - Additive Alternate Engineer's Estimate Daleo Inc. PR No. © 2022 Microsoft Corporation © 2022 Maxar ©CNES (2022) Distribution Airbus DS 28 1 331 21 3 28 3 BLDG K BLDG N BLD G M BLDG E BLDG D BLDG O PARKING PAR K I N G BLDG V BLDG L 180 EL CAMINO REAL BUILDINGCC BUILDINGDD SANTA 880 680 MILPITAS MATEO ALTOS STANFORD MOUNTAIN PALO ALTO 280 SAN UNIV. PARK WOODSIDE REDWOOD MENLO PARK VIEW LOS SUNNYVALE 101 CAMPBELL SANJOSE CO. CO. SANTA CRUZ SAN MATEO SANGREGORIO PESCADERO LA HONDA CUPERTINO SARATOGA CO. SA N T A C L A R A C O . CO. CLARA SANTA CLARA 80 680 780 VALLEJO CONTRA COSTA CO. 4 CONCORD LAFAYETTE MARTINEZ 4 SAN PABLO HERCULESPINOLE 680 HILLPLEASANT 242 MARIN 101 MILL MADERA ANSELMOSAN LARKSPUR RAFAELSAN CORTE CO. CON T R A C O S T A C O . MAR I N C O . 580 580 580 80 80 24ALBANY BERKELEY EMERYVILLE OAKLAND C O N T R A MORAGA COSTA CO. PLEASANTON ALAMEDA C O . LIVERMORE SAN BRUNO SAN LEANDRO LORENZO ALAMEDA BRISBANE SOUTH SAN 238 580 HAYWARD CONTRA CO S T A C O . S A N F R A N C I S C O C O . SAUSALITO SAN CITYMARIN SAN 280 PACIFICA CO. DALYCITY FRANCISCO COLMA SAN MATEO CO.SAN FRANCISCO CO. SAN FRANCISCO FRANCISCO VALLEY TIBURON ORINDA WALNUT CREEK PROJECT AREA FREMONT 101 SANCARLOS 92 BELMONT MATEO FOSTER CITYSAN BURLINGAME MILBRAE 880 84 NEWARK UNION CITY ATHERTON REDWOOD CITY MOSS BEACH MONTARA LINDA MAR EL GRANADA HALF MOON BAY CRUZ SANTA ALAMEDA CO. A L A M E D A C O . S A N M A T E O C O . SANTA CLARA CO. ALAMEDA CO. SCOTTS VALLEY VICINITY MAP CO. \\staff.copa\files\Shared\UTL\EngrOps\WGWEngr\CIP Projects\Gas\GMR 24A\4 - Bid, Award, and Contract\4 - Staff Report\Attachments\GMR24A Project location.dwgFILE: CITY OFPALOALTOUTILITIES Feet 0 100 200 PARKINGBUILDING PARKINGBUILDING ATTACHMENT C GAS MAIN REPLACEMENT 24A PROJECT LOCATIONS LEGEND:- GMR24A WORK LOCATIONS IN STANFORDSHOPPING CENTER ORCHARD LANE SHO P P I N G C E N T E R W A Y ORCHAR D L A N E SHOPPING CENTER WAY PE A R L A N E EL C A M I N O R E A L SW E E T O L I V E W A Y LO N D O N P L A N E W A Y PLUM LANE QUARRY ROAD SAND HIL L R O A D A R B O R E T U M R O A D BLDG P PARKING