HomeMy WebLinkAboutStaff Report 14887
City of Palo Alto (ID # 14887)
City Council Staff Report
Meeting Date: 12/19/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of a Professional Services Agreement with Woodard & Curran
(C23185763) for the Amount of $486,000 Over a 5-year Term for Regulatory
Compliance Assistance to the Regional Water Quality Control Plant
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to
execute the attached contract with Woodard & Curran in an amount not to exceed $486,000
for assistance in conducting permit compliance requirements, regulation evaluations, permit
applications, and other permit-associated tasks related to the operation of the Regional Water
Quality Control Plant over the next five years.
Background
The Regional Water Quality Control Plant (RWQCP) treats wastewater from a total of six
communities (Palo Alto, Mountain View, Los Altos, Los Altos Hills, East Palo Alto Sanitary
District, and Stanford University) and discharges treated final effluent to the Lower South San
Francisco Bay. Most of the RWQCP treated effluent is discharged into an unnamed slough, a
small portion is discharged to Matadero Creek through Renzel Pond, and the rest receives
further treatment to be used as non-potable recycled water in Palo Alto and Mountain View.
The RWQCP’s discharge is regulated through a site-specific NPDES permit under Order No. R2-
2019-0015 adopted by the San Francisco Regional Water Quality Control Board (Regional Water
Board)1. This permit contains requirements on discharge flow and locations, water quality
limits, monitoring at numerous process locations, pretreatment program, pollution prevention
program, and reporting. The current permit requires the RWQCP to file a Report of Waste
Discharge in 2023 prior to permit renewal in 2024. As part of that renewal, supplemental
evaluations such as dilution studies are required followed by negotiations with the Regional
Water Board prior to adoption. In addition to routine regulatory compliance submittals and the
RWQCP’s site-specific NPDES permit renewal, there are also new regulatory developments by
the State Water Quality Control Board on the Toxicity provisions that apply to the RWQCP. The
provisions will require additional dilution and mixing zone studies to occur in 2023 and
1 NPDES Permit Order R2-2019-0015, 2019 https://www.cityofpaloalto.org/files/assets/public/public-
works/water-quality-control-plant/npdes-permit-ca0037834-palo-alto-final-r2-2019-0015.pdf
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additional sensitive-species screening studies to occur in 2024. The provisions will also alter
how discharge toxicity is analyzed, most likely beginning in 2024.
In addition to the site-specific NPDES permit, the RWQCP is also regulated by two regional
NPDES permits that target discharge of specific constituents and are up for reissuance during
this contract term: the Nutrient Watershed NPDES permit Order No. R2-2019-00172 and the
Mercury & Polychlorinated Biphenyls Watershed NPDES permit Order No. R2-2017-00413.
The RWQCP also supplies tertiary-treated recycled water to customers in Mountain View as
well as several City-owned parks and facilities, Caltrans and three commercial truck-fill
standpipes. The RWQCP’s Recycled Water Program is regulated by a Recycled Water Permit
Order No. 93-1604 issued by the Regional Water Board which contains monitoring
requirements, water quality limits, and reporting requirements. As recycled water is becoming
more relevant in California, the State is implementing ambitious recycling targets along with
new regulatory requirements to monitor, report, and increase the percentage of treated
wastewater being recycled. The State and Regional Water Boards are also working to move all
municipal Recycled Water Programs under the Statewide General Order instead of site-specific
permits such as the one currently governing the RWQCP’s Recycled Water Program. This
transition has already begun for the RWQCP and is anticipated to continue during this contract
term and require additional submittals (e.g., Notice of Intent to Enroll) and compliance
evaluations.
In addition to water quality regulations, the RWQCP is also subject to air quality and biosolids
disposal regulations enforced by the Bay Area Air Quality Management District, CalRecycle, and
the United States Environmental Protection Agency, which require routine submittals as well as
periodic updates given any changes at the RWQCP.
The RWQCP’s core infrastructure was built in 1972, with major capital additions in 1980, 1988,
2009, and 2019. As mentioned in the RWQCP’s Long Range Facility Plan, most of the RWQCP is
at or beyond its useful life and several projects are needed to replace aging infrastructure. As
such, the RWQCP Capital Improvement Program (CIP) is currently implementing a $300 million
portfolio of projects that will require regulatory permitting and discussions beyond just those
needed for construction permits. For example, the Horizonal Levee Pilot (Project No. WQ-
22001) requires a dilution study be conducted in 2023 to add it as an additional discharge point
under the site-specific NPDES permit and the Secondary Treatment Upgrades (Project No. WQ-
19001) require additional evaluations and reporting throughout construction and upon startup
to demonstrate to the Regional Water Board that the RWQCP can continue to meet water
2 NPDES Permit Order R2-2019-0017, 2019
https://www.waterboards.ca.gov/sanfranciscobay/board_decisions/adopted_orders/2019/R2-2019-0017.pdf
3 NPDES Permit Order R2-2017-0041, 2017
https://www.waterboards.ca.gov/sanfranciscobay/board_info/agendas/2017/November/5b_final_to.pdf
4 Water Reclamation Requirements Order 93-160, 1993
https://www.mountainview.gov/civicax/filebank/blobdload.aspx?blobid=13009
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quality limits. The Secondary Treatment Upgrades Project will also require work with the Bay
Area Air Quality Management District to add the new emergency generator and update the
treatment capacities in the RWQCP’s current Permit-to-Operate.
Consequently, RWQCP staff proceeded with a Request for Proposals (RFP) to provide regulatory
assistance and support to staff over the next five years. The RWQCP has utilized consultant
support previously for regulatory compliance evaluations and support tasks, however the
previous contract amounts were below the threshold requiring Council approval. The increased
budget for this contract is due to the RWQCP’s main National Pollutant Discharge Elimination
System (NPDES) permit renewal in 2024 coinciding with needed permitting support for RWQCP
Capital Improvement Projects and regulatory changes to toxicity provisions. Given the
significant amount of work to be performed in the first year of this contract (2023), staff is
budgeting $150,000 for the first contract year, whereas the typical annual budget is $84,000
per contract year.
Discussion
On August 23, 2022, the City posted an RFP notice through Planet Bids for RWQCP Regulatory
Assistance (RFP 185763).
The work to be performed under this contract (Attachment A) includes, but is not limited to:
x preparation of an annual work plan and contract administration;
x conducting air permitting evaluations in response to future regulatory developments
and supporting needed permit revisions due to CIP projects;
x providing recycled water support to enroll in the new Statewide General Order including
final preparation of the Notice of Intent to Enroll and support in addressing regulator
comments on the pending Title 22 Engineering Programmatic Report;
x assisting the City in completing a Report of Waste Discharge to renew the RWQCP’s site-
specific NPDES permit;
x conducting dilution studies for the upcoming NPDES permit renewal and CIP projects;
x conducting NPDES permit evaluations in support of contaminants of emerging concern
and other future regulatory developments; and
x conducting the permit-required Local Limits Evaluations in support of the RWQCP’s
Pretreatment Program.
The solicitation period was 28 days. On September 20, 2022, one proposal was received from a
qualified consulting firm: Woodard & Curran.
Summary of Solicitation Process
Proposal Title/Number
Regional Water Quality Control Plant
(RWQCP) Regulatory Assistance
Proposed Length of the Project 5 years
# of Notices sent to Vendors via City’s eProcurement
system 2003
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Total days to submit Proposal 28
Pre-Proposal Meeting 9/7/2022
# of Company Attendees at Pre-Proposal Meeting 5 participants, 4 companies
Number of Proposal received 1
Number of Companies interviewed None
Range of Proposal Amounts $486,000
An evaluation committee consisting of Public Works – Watershed Protection staff was formed
to review the proposal. The committee reviewed the firm’s qualifications and submittal in
response to the criteria identified in the RFP, including quality and completeness of the
proposal, quality and effectiveness of services, experience with projects of similar scope and
complexity, prior record of performance, proposer’s financial stability, and ability to provide
services.
After evaluations, staff recommends moving forward with Woodard & Curran because the
consultant’s proposal was thorough and provided detailed compliance evaluation steps for
each of the regulatory submittals explained in the Scope of Work. The firm demonstrated a
clear understanding of the RWQCP’s regulatory needs and proposed comprehensive solutions
to the majority of future regulatory evaluations and submittals. Additionally, the firm has
extensive experience working with other Agencies in the State and a well-established record of
experience working for the City of Palo Alto providing regulatory support.
Timeline
The consultant is expected to provide regulatory support and assistance for five years. Work is
expected to begin in January 2023 and conclude in January 2028. At that time, and in
preparation for the next NPDES permit renewal, staff will solicit new proposals and, if needed,
return to Council to award a new contract to provide regulatory support.
Resource Impact
Funding for the Regulatory Assistance contract is available in the Fiscal Year 2023 Adopted
Wastewater Treatment Fund operating budget. The total not-to-exceed budget amount
proposed for this project is $486,000; $150,000 for the first contract year followed by $84,000
per year for contract years two through five.
Policy Implications
This project is in conformance with the City of Palo Alto Comprehensive Plan and does not
represent any changes to existing City policies.
Stakeholder Engagement
Routine regulatory compliance items do not involve any public meetings or other stakeholder
engagement. New regulatory developments that require significant funding for compliance,
such as nutrient removal, or pollution prevention, such as contaminants of emerging concerns,
are communicated to RWQCP Partner Agencies as well as the public via various pathways
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including factsheets, meetings, event tabling, and website updates. Regulatory developments
that require significant infrastructure changes are incorporated in the RWQCP’s CIP projects
and stakeholder engagement occurs for each individual project.
Environmental Review
Regulatory compliance items are not subject to environmental review under the California
Environmental Quality Act (CEQA) because it does not meet the definition of a project under
Public Resources Code 21065; regulatory compliance is a continuing administrative or
maintenance activity (CEQA Guidelines section 15378(b)(2)).
Attachments:
x Attachment9.a: Attachment A: Woodard & Curran Contract, C23185763
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CITY OF PALO ALTO CONTRACT NO. C23185763
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
WOODARD & CURRAN, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of
December 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and WOODARD & CURRAN, INC., a Maine
corporation, located at 41 Hutchins Drive, Portland, ME 04102, DIR #1000046744
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to conduct permit compliance requirements, regulatory evaluations, permit
applications, and other permit-associated tasks at the Regional Water Quality Control Plant
(RWQCP) (the “Project”) and desires to engage a consultant to provide Regulatory Assistance in
connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from January 20, 2023 through January 19, 2028 unless
terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
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CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Four Hundred Eighty-
Six Thousand Dollars ($486,000). The maximum compensation for contract year one shall not
exceed One Hundred Fifty Thousand Dollars ($150,000). The maximum compensation for
contract years two through five shall not exceed Eighty-Four Thousand Dollars ($84,000)
annually. 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.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
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errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractors authorized
by CITY to perform work on this Project are:
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Mitzutani Environmental, 5100B Clayton Road, Concord, CA 94521
Resource Management Associates, 1756 Picasso Avenue. Suite G, Davis, CA 95618
Insignia Environmental, 545 Middlefield Road, Suite 210, Menlo Park, CA 94025
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Emmalynne Roy,
PE, 51 E. Campbell Avenue, Suite 128, Campbell, CA 95008; telephone: 408-831-4809, email
eroy@woodardcurran.com as the CONSULTANT’s Project Manager to have supervisory
responsibility for the performance, progress, and execution of the Services and represent
CONSULTANT during the day-to-day performance of the Services. If circumstances cause the
substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key
personnel for any reason, the appointment of a substitute Project Manager and the assignment of
any key new or replacement personnel will be subject to the prior written approval of the CITY’s
Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT
personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative,
or present a threat to the adequate or timely completion of the Services or a threat to the safety of
persons or property.
CITY’s Project Manager is Diego Martinez Garcia, Public Works Department, Environmental
Services Division, 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone:650-329-2285.
CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance,
progress and execution of the Services. CITY may designate an alternate Project Manager from
time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
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for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed
professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an “Indemnified Party”) from and against any and all third party demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss, including
all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and
disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents
or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of
defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the
final judgment of a court of competent jurisdiction.
[Option B applies to any consultant who does not qualify as a design professional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands, claims,
or liability of any nature, including death or injury to any person, property damage or any other
loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees,
court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related
to performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
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18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, by the insurer except after filing prior written notice of the
cancellation or modification to the City of Palo Alto by the CONSULTANT. If the insurer cancels
or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT,
CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or
modification within two (2) business days of the CONSULTANT’s receipt of such notice.
CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance
are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
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19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
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appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
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(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, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT 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
26.1. This Project is subject to prevailing wages and related requirements as
a “public works” under California Labor Code Sections 1720 et seq. and related regulations.
CONSULTANT is required to pay general prevailing wages as defined in California Labor
Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section
16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has
obtained the general prevailing rate of per diem wages and the general rate for holiday and
overtime work in this locality for each craft, classification, or type of worker needed to execute
the contract for this Project from the State of California Department of Industrial Relations
(“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The
general prevailing wage rates are also available at the DIR, Division of Labor Statistics and
Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time
to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job
sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall
comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code
(Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1,
1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable
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implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code
of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to
time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR
REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works
construction, alteration, demolition, repair or maintenance, including but not limited to the
obligations to register with, and furnish certified payroll records directly to, DIR.
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is a 9204 Public Works Project and is required to comply with the
claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204
Public Works Projects”.
OR
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
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authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
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29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
29.10. Neither party shall be responsible or liable to the other for special, indirect
or consequential damages.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT NO. C23185763 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or Designee
WOODARD & CURRAN, INC.
Officer 1
By:___________________________
Name:_________________________
Title:__________________________
Officer 2
By:___________________________
Name:_________________________
Title:__________________________
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”.
Background
The City of Palo Alto (City) Regional Water Quality Control Plant (RWQCP) treats approximately
18 million gallons per day (MGD) of wastewater collected from the communities of Mountain
View, Los Altos, Los Altos Hills, East Palo Alto Sanitary District, and Stanford University. As
such, the RWQCP has multiple permits restricting the discharge of certain pollutants to the Lower
South Bay. Refer to http://cleanbay.org/regional-water-quality-control-plant for electronic copies
of the following Permits:
x SF Bay Region Municipal Regional Stormwater NPDES Permit
o Order No. R2-2022-0018, NPDES No. CAS612008
x RWQCP main NPDES Permit
o Order No. R2-2019-0015, NPDES No. CA0037834
x Nutrient Watershed NPDES Permit
o Order No. R2-2019-0017, NPDES No. CA0038873
x RWQCP’s Recycled Water Permit
o Order No. 93-160
x Mercury & PCB Watershed NPDES Permit
o Order No. R2-2017-0041, NPDES No. CA0038849
CONSULTANT shall assist in conducting permit compliance requirements, regulation
evaluations, permit applications, and other permit-associated tasks as outlined below.
1.0 Project Administration & Annual Work Plans (2023 – 2028)
CONSULTANT shall meet with City staff at least annually to prepare an annual work plan for
execution of this contract. CONSULTANT shall include in the work plans specific tasks and
timelines for completion by the CONSULTANT as well as by the City for each coming contract
year. The City will review the annual work plans and if approved, issue a notice to proceed for
that year’s tasks as outlined in the work plan. If not approved, the City will provide feedback for
the CONSULTANT to then incorporate into work plan revisions until the work plan is approved
by the City. The City reserves the right to add tasks throughout the year to the work plan for
unforeseen needed assistance; City approval and notice to proceed on such tasks will be done in
writing.
2.0 Air Permitting Assistance (2023 – 2028)
CONSULTANT shall, upon written direction by the City, conduct air permitting evaluations on
topics including, but not limited to, the following: permit requirements, permit interpretations,
compliance/implementation plans, regional compliance strategies, and analytical method
development. In particular, CONSULTANT shall provide support on AB 2588 Hot spots if the
City participates in the examining scan and initial source test led by the California Association of
Sanitation Agencies (CASA). This task includes cost and procurement of source testers.
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3.0 Recycled Water & Title 22 Assistance (2023 – 2028)
CONSULTANT shall, upon written direction by the City, conduct recycled water evaluations on
topics including, but not limited to, the following: permit requirements, permit requirement
interpretations, compliance/implementation plans, regional compliance strategies, analytical
quality assurance procedures, and analytical method development/specifications.
3.1 Notice of Intent Preparation (2023)
CONSULTANT shall, upon written direction by the City, prepare the Notice of Intent to
enroll in the Statewide General Order per WQO 2016-0068-DDW requirements.
CONSULTANT shall provide one draft package for review by the City and City of
Mountain View. CONSULTANT shall incorporate feedback and comments into the final
package delivered to the City for ultimate submittal.
3.2 Statewide General Order Transition Support (2023 – 2028)
If the Notice of Intent to enroll in the Statewide General Order per WQO-2016-0068 DDW
occurs during this Contract, CONSULTANT shall, upon written direction by the City,
provide technical assistance to respond to State Board requests and questions during the
enrollment process. CONSULTANT shall review RWQCP Recycled Water Program
materials for needed/recommended changes needed to comply with Statewide General
Order per Water Reclamation Requirements for Recycled Water Use (WQO 2016-0068-
DDW). Materials may include, but are not limited to, use permit application packet, permit
templates, annual reports and self-inspection forms.
3.3 Title 22 Engineering Report Updates (2024 – 2028)
The RWQCP’s Recycled Water Program was authorized by the Regional Water Board
prior to 2001, and a Title 22 Engineering Report was developed in 2022. CONSULTANT
shall, upon written direction by the City, provide support to update the Recycled Water
Program Engineering Report and Appendices if needed. For each update, CONSULTANT
shall provide a draft package for review by the City and City of Mountain View.
CONSULTANT shall incorporate feedback and comments into the final package delivered
to the City for ultimate submittal. CONSULTANT shall submit the updates to the
Department of Drinking Water (DDW) for approval.
3.4 Recycled Water Hardpipe User Specifications (2025)
CONSULTANT shall, upon written direction by the City, develop recycled water
specifications for new customers wanting to tie into the City’s recycled water system (e.g.,
hot tapping into transmission lines, meter locations, cathodic protections, requirements for
recycled water submittals). CONSULTANT shall provide at least one draft package for
review by the City. CONSULTANT shall incorporate feedback and comments into the
final package delivered to the City for ultimate submittal.
4.0 NPDES Permit Reissuance (2023 – 2024)
CONSULTANT shall assist the City in completing the Report of Waste Discharge as an
application for reissuance of NPDES Permit Order No. R2-2019-0015, NPDES No. CA0037834
due to the San Francisco Regional Water Control by August 31, 2023. CONSULTANT shall
conduct a reasonable potential analysis to identify possible future limits for the RWQCP.
CONSULTANT shall assist City staff during review of draft permits and suggest permit language.
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CONSULTANT shall assist City staff in Permit negotiations and implementation. Some requested
changes that the City is currently considering include:
x Documented approval of sample date being at the start of composite sampling
versus the sample pick-up date
x Request exemption from Pretreatment Semiannual Reporting (Attachment H,
Section E)
x Relocation of influent compliance sampling location
x Decreasing or ceasing the studies documenting extent of habitat conversion
surrounding the RWQCP’s discharge outfall
4.1 Sensitive Species Screening (2024)
Since 2016, the City had the option to skip sensitive species screening upon permit
reissuance and fund the Regional Monitoring Program (RMP). With the adoption of the
Statewide Toxicity Provisions, agencies will be required to do screening every 15 years.
CONSULTANT shall conduct a sensitive species screening analysis in accordance with
new regulatory requirements.
4.2 Dilution & Mixing Zone Analysis – Chronic Toxicity (2023)
CONSULTANT shall, upon written direction by the City, conduct a technical evaluation
of the RWQCP’s discharge points and receiving waters to determine mixing zone and
dilution credits for chronic toxicity to enable toxicity testing to occur at in-stream waste
concentration per the new regulatory requirement. CONSULTANT shall prepare a
summary report that can be used by the City to request dilution credits from the Regional
Board.
4.3 Dilution & Mixing Zone Analysis – Horizontal Levee Pilot Project Discharge Point
(2023)
CONSULTANT shall conduct a technical evaluation of the RWQCP’s discharge points
and receiving waters to determine mixing zone and dilution credits for the Palo Alto
Horizontal Levee Pilot Project. CONSULTANT shall prepare a summary report that can
be used by the City to request from the Regional Board dilution credits and consolidated
compliance points located at the RWQCP.
4.4 Generic Toxicity Reduction Evaluation Work Plan (2024)
CONSULTANT shall review and update as needed the Generic Toxicity Reduction
Evaluation Work Plan (last dated March 27, 2020) per recent regulatory changes.
CONSULTANT shall provide the updated work plan prior to any deadlines specified in
the reissued NPDES Permit.
5.0 NPDES Permit Assistance & Regulatory Evaluations (2023 – 2028)
CONSULTANT shall, upon written direction by the City, conduct NPDES permit evaluations on
topics including, but not limited to, the following: permit requirements, permit requirement
interpretations, compliance/implementation plans, regional compliance strategies, analytical
quality assurance procedures, analytical method development/specifications, and analytical
laboratory analysis of provided samples. CONSULTANT shall, upon written direction by the City,
assist the City with interpretation of future regulations and potential impacts to the City including,
but not limited to composition of comment letters and discussions with regulators.
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5.1 Effluent Compliance Point Evaluation (2024-2025)
CONSULTANT shall evaluate relocation and cost of the Renzel Marsh compliance point
(currently EFF-002) upstream of a future connection/blending point of final effluent with
reverse osmosis concentrate from a Regional Purification Facility. The current final
effluent compliance point (EFF-001) would remain and represent the blend of reverse
osmosis concentrate with final effluent. CONSULTANT shall prepare a technical
memorandum of different options to monitor effluent discharges to the Lower South Bay
and include an analysis of cost for any additional sampling equipment and analytical work
needed.
5.2 Influent Compliance Point Evaluation (2023)
CONSULTANT shall evaluate relocation and cost of the influent compliance point
(currently INF-001) for easier sampling and operation. CONSULTANT shall prepare a
technical memorandum of different options to monitor influent discharges and support the
City in any needed negotiations with the Regional Board on incorporating these changes
in the RWQCP’s NPDES Permit.
5.3 Renzel Marsh Vegetation Surveys and Laboratory Analyses (2024)
CONSULTANT shall, upon written direction by the City, obtain and analyze current aerial
photography of the Renzel Marsh Pond and use geographical information systems (GIS)
along with field surveying to map vegetation in Renzel Marsh Pond. The aerial
photography shall be flown within the same year and season that the field verification
occurs. Aerial photography will be used to produce field maps which biologists will use to
verify vegetation types over one day. The field collected data will then be used with GIS
to map the pond and calculate percent coverage (or density) of emergent macrophytes,
algae, and any other relevant category of aquatic plants found within/around the pond.
CONSULTANT shall provide a list of plant species observed, photographs of field
verification, PDF maps of the vegetation types at Renzel Marsh Pond, and GIS shapefiles
of the vegetation types. Analyze 10 samples collected by City for nutrient parameters and
provide results to the City. Nutrient parameters are to include: nitrate-nitrogen, nitrite-
nitrogen, ammonia-nitrogen, Total Kjeldahl Nitrogen, total phosphorus, orthophosphate,
alkalinity, chlorophyll a, turbidity, and biochemical oxygen demand. Water quality
samples will be collected by the City during the same season and year as the aerial. Lab
analytical work and aerial photography will be run through this contract. Submit rates per
water quality parameter with the proposal.
5.4 Contaminants of Emerging Concern Evaluations (2023 – 2028)
CONSULTANT shall, upon written direction by the City, assist the City with analyzing
samples collected by the City for contaminants of emerging concern including, but not
limited to, pharmaceuticals (AXYS Method MLA-075) and polyfluoroalkyl substances.
CONSULTANT shall analyze samples utilizing the same laboratories as similar that of the
Regional Monitoring Program when appropriate. Data shall be provided to the City for
evaluation.
5.5 Secondary Treatment Upgrades Regulatory Support (2023 – 2028)
In order to retrofit existing aeration basins, bypasses are required during the entire
construction period. CONSULTANT shall, upon written direction by the City, prepare a
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technical memo with figures and drawings explaining the bypasses, data and information
documenting anticipated flows and water quality from the bypasses, and an explanation of
the City’s measures to maintain compliance during the bypasses.
5.6 Salt Marsh Conversion Study (2027)
CONSULTANT shall, upon written direction by the City, evaluate and document in a
report the areas of brackish and freshwater marsh currently present in the surrounding areas
of the RWQCP’s discharge points. CONSULTANT shall utilize aerial photographs and
infrared imaging in conjunction with limited ground-truthing to develop vegetation maps.
CONSULTANT to update the existing Geographic Information System database with
updated vegetation maps. CONSULTANT shall compare the results to previously
conducted studies (1991, 1995, 2002, 2007, 2012, 2017, and 2022). This task does not
include identification of the causes behind observed shifts in vegetation. Refer to
Attachment B-1 for a copy of the 2017 Salt Marsh Conversion Assessment and Monitoring
Study (2022 study is not yet available and will be made available to CONSULTANT prior
to undertaking this task). Aerial and infrared imaging are to be run through this contract.
6.0 Pretreatment Program Support (2023 – 2028)
CONSULTANT shall, upon written direction by the City, conduct Pretreatment Program
evaluations on topics including, but not limited to, the following: permit requirements, permit
requirement interpretations, compliance/implementation plans, regional compliance strategies,
analytical quality assurance procedures, analytical method development/specifications, and
analytical laboratory analysis of provided samples. CONSULTANT shall, upon written direction
by the City, assist the City with interpretation of future regulations and potential impacts to the
City including, but not limited to composition of comment letters and discussions with regulators.
6.1 Local Limits Evaluation (2024, and 2027)
CONSULTANT shall, upon written direction by the City, conduct a Local Limits
evaluation. CONSULTANT shall prepare a memorandum to evaluate recent monitoring
data to determine if City’s local limits are protecting the performance of the treatment plant
and calculate maximum allowable headworks loadings. CONSULTANT shall provide at
least one draft package for review by the City and incorporate feedback prior to
finalization. CONSULTANT shall, upon written direction by the City, provide assistance
as needed for any follow-up actions required on these Local Limits including but not
limited to updates to the City’s Sewer Use Ordinance and approvals from regulators.
6.2 Collection System Chemical Root Control Evaluation (2025)
CONSULTANT shall, upon written direction by the City, conduct an evaluation of
chemical root control to include appropriate chemicals and associated application rates that
can be used within the collection system with minimal impact to the downstream treatment
plant. CONSULTANT shall prepare a memorandum summarizing results and submit to
the City for their internal files.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Milestones
Date or Completion
Number of Days(as specified below)
from NTP
1. Work Plan Year 1 30
2. Work Plan Year 2 395
3. Work Plan Year 3 760
4. Work Plan Year 4 1,125
5. Work Plan Year 5 1,490
6. Submittal of Report of Waste Discharge to
Regional Water Board
August 31, 2023
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.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the
terms and conditions of this Agreement, including Services, any specified reimbursable expenses,
and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule
attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any
specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed
the amount(s) stated 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: travel, special equipment, laboratory work, aerial surveying, and other
applicable direct costs up to the not-to-exceed amount of: $60,000.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if
specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s
policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
The hourly rates set forth below are applicable to calendar year 2022. In subsequent years, rates
may be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage
Earners and Clerical Workers for the San Francisco-Oakland-Hayward area, published by the
United States Department of Labor Statistics (CPI) which is published most immediately
preceding the commencement of the applicable calendar year, which shall be compared with the
CPI published most immediately preceding the commencement date of the then expiring term.
Notwithstanding the foregoing, in no event shall CONSULTANT’s compensation rates be
increased by an amount exceeding five percent of the rates effective during the immediately
preceding term, and in no event shall CPI rate adjustments cause the contract price to exceed the
amount described in Section 4, “Not to Exceed Compensation”.
CONSULTANT’s schedule of rates is as follows:
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE
AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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