HomeMy WebLinkAboutStaff Report 2404-2929CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 17, 2024
Council Chambers & Hybrid
4:00 PM
Agenda Item
17.Approval of 1) Increase of Construction Contingency for Contract No. C21178123B with
Swinerton Builders in the Amount of $1,000,000; 2) Contract Amendment No. 4 for
Contract No. S20176170 with Romig Engineers, Inc. in the Amount of $21,786 and to
Extend the Contract Term; 3) Increase of Contingency for Purchase Order with Pivot
Interiors Inc. in the Amount of $23,440; and 4) Authorization for the City Manager to
Execute a General Services Contract for Moving Services in an Amount of up to $250,000
for the New Public Safety Building Capital Project (PE-15001); CEQA - Environmental
Impact Report for the New Public Safety Building and New California Avenue Area
Parking Garage (Resolution No. 9772)
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 17, 2024
Report #:2404-2929
TITLE
Approval of 1) Increase of Construction Contingency for Contract No. C21178123B with
Swinerton Builders in the Amount of $1,000,000; 2) Contract Amendment No. 4 for Contract
No. S20176170 with Romig Engineers, Inc. in the Amount of $21,786 and to Extend the Contract
Term; 3) Increase of Contingency for Purchase Order with Pivot Interiors Inc. in the Amount of
$23,440; and 4) Authorization for the City Manager to Execute a General Services Contract for
Moving Services in an Amount of up to $250,000 for the New Public Safety Building Capital
Project (PE-15001); CEQA - Environmental Impact Report for the New Public Safety Building and
New California Avenue Area Parking Garage (Resolution No. 9772)
RECOMMENDATION
Staff recommends that Council:
1. Approve an increase of construction contingency for Contract No. C21178123B with
Swinerton Builders in an amount not to exceed $1,000,000 for a total contract
contingency amount not to exceed $9,395,300;
2. Approve and authorize the City Manager or their designee to execute Contract
Amendment No. 4 to Contract No. S20176170 with Romig Engineers Inc. to provide
geotechnical services in the amount of $21,786 and a contract extension through
September 30, 2024;
3. Approve an increase to the contingency for the Purchase Order with Pivot Interiors Inc.
in the amount of $23,440; and
4. Authorize the City Manager or their designee to execute a future general services
contract in an amount of up to $250,000 for moving services for the Public Safety
Building project.
BACKGROUND
The New Public Safety Building (PSB) (PE-15001) and New California Avenue Area Parking
Garage (PE-18000) are among ten key projects included in the 2014 Council Infrastructure Plan.
The PSB was identified as the plan’s highest priority project and is tied together with the
parking garage project with respect to California Environmental Quality Act (CEQA). The parking
garage opened in December 2020. On February 1, 2021, Council approved the award of the
construction contract for the PSB to Swinerton Builders and authorized execution and delivery
of one series of Certificates of Participation in an amount not to exceed $120 million to finance
the PSB construction.1 The PSB construction is anticipated to be substantially completed in July
2024.
Romig Engineers’ services for the PSB project include evaluation of subsurface materials at the
site to provide information for design and construction of excavation shoring and the seepage
cut-off wall, preconstruction geotechnical services, and construction geotechnical services.
Romig Engineers contract S201761702 began on November 8, 2019. The contract term was
through November 7, 2022 and was extended by Amendment No. 2 through May 18, 2023.
Amendment No. 33 was approved by Council on May 8, 2023 to extend for time only through
April 30, 2024.
On June 19, 2023, Council approved a Purchase Order with Pivot Interiors in the Amount of
$756,021 to provide cubicle and office furniture for the new PSB.4
ANALYSIS
The PSB is one of the most complex projects that the City has constructed to date. Given its
complexity, since the PSB construction contract was awarded in early 2021, there have been
numerous change orders addressing issues of unforeseen site conditions, owner requested
changes, design clarifications, and required changes due to authorities having jurisdiction,
which are agencies that are responsible for enforcing codes and regulations. In addition, since
change order costs are based on current construction costs rather than bid amounts, the
significant escalation of construction costs over the past several years has impacted the project
and the use of the contingency. As of April 2024, the project has used 94% of the Council-
approved contingency of $8,392,800. Due to the multiple issues and clarifications, the
contingency usage is anticipated to go beyond the City’s typical “10% of the construction
contract amount” contingency authorization. A reallocation of $1 million from the project’s
non-construction budget to the construction contingency is recommended to provide enough
contingency authorization to continue to evaluate and process valid change orders as the
project nears completion.
Due to the length of time it has taken to construct the PSB, additional funding is needed for
existing contracts.
1 City Council, February 1, 2021; Agenda Item #4, SR #11752,
https://www.cityofpaloalto.org/files/assets/public/v/3/agendas-minutes-reports/reports/city-manager-reports-
cmrs/year-archive/2021/id-11752.pdf
2 Romig Engineers Inc., Geotechnical services for Public Safety Building, S20176170,
https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/romig-
engineers-inc.-s20176170_-psb_final.pdf
3 City Council, May 8, 2023; Agenda Item #5, SR #2304-1272,
https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/sr2304-
1272-5.8.2023-pe-15001-psb-romig-contract-amendment.pdf
4 City Council, June 19, 2023; Agenda Item #9, SR #2304-1375,
https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip-contracts/sr2304-
1375-6.19.2023-pivot-one-workplace-purchase-orders.pdf
•For Romig’s contract (Attachment A), additional funding of $21,786 is needed for
additional geotechnical inspections including observing and testing subgrade, retesting
as required, and inspection of unforeseen conditions. The resulting total contract not to
exceed amount is $131,478, with the contract ending on September 30, 2024.
•For the Purchase Order with Pivot Interiors (Attachment B), the original contract
approved by Council on June 19, 2023 included base services of $687,292 and $68,729
for contingency. The existing contingency has been used for storage fees due to the
delays in PSB completion. The additional $23,440 in contingency is for prevailing wage
increases and additional storage fees until the furniture installation is completed in
summer 2024, for a new total not to exceed contract of $779.461.
•For the moving general services contract, staff is finalizing the move-in schedule for the
PSB and expects to release an invitation for bids in June and award a contract in mid-
July to maintain the PSB schedule. Staff is requesting authorization for the City Manager
to execute the moving services contract as the contract will need to be in place prior to
Council returning from its break in August.
FISCAL/RESOURCE IMPACT
Funding for the increase in contingencies and the contract amendment recommended in this
report is available in the Fiscal Year 2024 Adopted Capital Improvement Program budget for the
Public Safety Building project (PE-15001). These actions do not increase the overall PSB project
budget approved by Council when the construction contract was approved in 2021, as savings
realized in the furniture, fixtures, and equipment budget items are available to cover the
increased costs.
STAKEHOLDER ENGAGEMENT
Staff provides monthly updates on PSB construction through the PSB’s project webpage and
newsletter.
ENVIRONMENTAL REVIEW
An Environmental Impact Report for the PSB and the New California Avenue Area Parking
Garage was prepared and was certified by Council on June 11, 2018, by adoption of Resolution
No. 97725
ATTACHMENTS
Attachment A: Romig Contract S20176170, Amendment No.4
Attachment B: Purchase Order with Pivot Interiors, Inc.
APPROVED BY:
Brad Eggleston, Director Public Works/City Engineer
5 Resolution 9772, https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-
9772.pdf?t=40475.53
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Page 1 of 11
AMENDMENT NO. 4 TO CONTRACT NO. S20176170
BETWEEN THE CITY OF PALO ALTO AND
ROMIG ENGINEERS, INC.
This Amendment No. 4 (this “Amendment”) to Contract No. S20176170 (the “Contract”
as defined below) is entered into as of June 10, 2024, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and ROMIG ENGINEERS, INC., a California
corporation, DIR Registration #1000056882, located at 1390 El Camino Real, 2nd Floor, San
Carlos, CA 94070 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively herein as
the “Parties”.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties
hereto for the provision of professional geotechnical services for a new Public Safety Building
(PSB), as detailed therein.
B. The Parties entered into Amendment No. 1 to update the Schedule of Rates
Exhibit C-1, as detailed therein.
C. The Parties entered into Amendment No. 2 to extend the contract term for six (6)
months through May 18, 2023, at no additional cost payable by the City, as detailed therein.
D. The Parties entered into Amendment No. 3 to extend the contract term for eleven
(11) months through April 30, 2024, at no additional cost payable by the City, as detailed herein.
E. The Parties now wish to amend the Contract in order to retroactively extend the
contract term for five (5) months through September 30, 2024, update the Scope of Services and
increase the compensation by twenty-one thousand seven hundred eighty-six dollars ($21,786)
from one hundred nine thousand six hundred ninety-two dollars ($109,692) to a new total not-
to-exceed compensation amount of one hundred thirty-one thousand four hundred seventy-
eight dollars ($131,478), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions
of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. S20176170
between CONSULTANT and CITY, dated November 8, 2019, as amended
by:
Amendment No. 1, dated November 2, 2021
Amendment No. 2, dated November 9, 2022
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Amendment No. 3, dated May 8, 2023
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Term. Section 2 of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through completion of
the services in accordance with the Schedule of Performance attached at Exhibit “B,” but in no
event later than September 30, 2024, unless terminated earlier pursuant to Section 19 of this
Agreement.”
SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described
in Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses
specified in Exhibit “C”, shall not exceed Twenty-Two Thousand Four Hundred Forty-Eight Dollars
($22,448) for contract year 1 (from full execution through October 23, 2020) and Ninety-One
Thousand One Hundred Eighty-Two Dollars ($91,182) for contract year 2 and contract year 3
combined (October 24, 2020 through September 30, 2024), for a total not to exceed amount for
Basic Services and any specified reimbursable expenses of One Hundred Thirteen Thousand Six
Hundred Thirty Dollars ($113,630) for all three contract years plus contract time extensions.
CONSULTANT agrees to complete all Basic Services, including and specified reimbursable
expenses, within this amount. In the event Additional Services (defined below in this Section)
are authorized, the total compensation for Additional Services and Optional Additional Services
(defined in Exhibit “C”) shall not exceed Two Thousand Two Hundred Forty-Four Dollars ($2,244)
for contract year 1 (defined above in this Section) and Fifteen Thousand Six Hundred and Four
Dollars ($15,604) for contract year 2 and contract year 3 (defined above in this Section)
combined, for a not to exceed amount for Additional Services and Optional Additional Services
of Seventeen Thousand Eight Hundred Forty-Eight Dollars ($17,848) for all three contract years.
The total compensation for Basic Services, any reimbursable expenses specified in Exhibit “C”,
Additional Services and Optional Additional Services shall not exceed ($24,692) for contract year
1 and One Hundred Six Thousand Seven Hundred Eighty-Six Dollars ($106,786) for contract year
2 and contract year 3 combined, for a total not to exceed amount of One Hundred Thirty One
Thousand Four Hundred Seventy-Eight Dollars ($131,478) for all three contract years plus
contract time extensions. The applicable rates and schedule of payment are set out at Exhibit
“C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement.
Any work performed or expenses incurred for which payment would result in a total exceeding
the maximum amount of compensation set forth herein shall be at no cost to the CITY.
Additional Services and Optional Additional Services, if any, shall be authorized in accordance
with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any
compensation for Additional Services or Optional Additional Services performed without the
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prior written authorization of CITY. “Additional Services” shall mean any work that is determined
by CITY to be necessary for the proper completion of the Project, but which is not included within
the Scope of Services described at Exhibit “A”. “Optional Additional Services” is defined in Exhibit
“C”.”
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are
hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4”, AMENDED,
REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4”,
AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 4”, AMENDED,
REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of
the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives
executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_____________________________
City Manager
APPROVED AS TO FORM:
_____________________________
City Attorney or Designee
ROMIG ENGINEERS, INC.
Officer 1
By:_____________________________
Name:__________________________
Title:___________________________
Officer 2
By:____________________________
Name:_________________________
Title:__________________________
Attachments:
Exhibit “A”: “SCOPE OF SERVICES, AMENDMENT NO. 4,” AMENDED, REPLACES PREVIOUS
Exhibit “B”: “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4,” AMENDED, REPLACES
PREVIOUS
Exhibit “C”: “COMPENSATION, AMENDMENT NO. 4,” AMENDED, REPLACES PREVIOUS
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President
Lucas Ottoboni, Chief Executive Officer
Principal Engineer
Coleman Ng, Chief Financial Officer
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Page 5 of 11
EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO. 4
AMENDED, REPLACES PREVIOUS
Romig Engineers, Inc. (CONSULTANT) scope of services for supplemental exploration and testing
of City of Palo Alto Parking Lot C-6, preconstruction services, and construction services for the
Public Safety Building, consists of the following Basic Services:
1) SUPPLEMENTAL SUBSURFACE EXPLORATION AND TESTING
a. Prepare and submit a proposed supplemental subsurface exploration plan to the City
for their review and approval. The locations of cone penetration tests (CPTs) shall be
proposed by Consultant subject to approval by the City. Locations should correspond
with the proposed cut-off wall location. Care should be taken to avoid trees,
underground utilities, and other site features. The approved exploration plan will help
the City and Nova Partners notify the public regarding the subsurface exploration
schedule and access restrictions to the parking lot during performance of the work.
b. Prepare and submit a drilling application and permit fees to the Santa Clara Valley
Water District at least 10 days prior to subsurface exploration.
c. Mark the approved boring and CPT locations on-site and notify Underground Service
Alert of our intent to perform subsurface exploration.
d. Perform subsurface exploration consisting of six CPT probes to a depth of about 70
feet, or until refusal conditions are encountered, whichever occurs at a shallower
depth. The CPTs will be backfilled with grout and capped with concrete or asphalt
concrete cold patch. The estimated cost must be based on prevailing wage rates. Note:
72 hours notification must be provided prior to closing parking spaces. The City of Palo
Alto will provide signs that Consultant must post at each stall. Consultant will be
responsible for posting the 72 hour notification, and barricading off the portions of the
parking lot.
e. Preparation of a brief report presenting the results of the supplemental subsurface
exploration and laboratory testing described above. Any significant differences
between the original geotechnical report and subsurface conditions discovered by the
supplemental exploration will be identified in this report. Data from the CPT probes will
be shared electronically with the City and Nova Partners.
f. Report must be submitted by six weeks after Notice to Proceed. Include one meeting to
present/discuss findings with Nova Partners, City of Palo Alto and Design Consultants.
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2) PRECONSTRUCTION SERVICES
a. Review 60% Construction Documents. Summarize comments in a letter. Assume at
least 1 meeting to review Geotechnical comments. Estimated timeframe November
2019.
b. Review 90% Permit Set. Summarize comments in a letter. Assume at least 1 meeting to
review Geotechnical comments. Estimated Timeframe January 2020.
c. Respond to any bidder requests for information (RFIs) related to geotechnical questions
about the PSB.
3) CONSTRUCTION GEOTECHNICAL SERVICES
a. It is anticipated the following tasks will be required during the Construction
Administration phase of the project:
i. Review Design-build shoring plans; summarize results in letter
ii. Observe construction of cut-off wall. Assume 20 visits, 4 hours per visit.
iii. Observe installation of soldier beams in cut-off wall. Assume 8 visits, 4 hours per
visit.
iv. Review and respond to RFIs from Contractor. Assume 10 RFIs.
v. Observe installation and grouting of tie-backs. Assume 20 visits, 4 hours per
visit.
vi. Witness load-testing of tie-backs. Assume 10 load tests.
vii. Review contractor installation and load-testing records
1. Prepare summary letter regarding tie-back installation and load-testing
viii. Observe and test lower-level mat subgrade. Assume 4 visits, 4 hours per visit.
ix. Observe and test miscellaneous structural fill and backfill. Assume 6 visits, 4
hours per visit.
x. Observe and test utility trench backfill. Assume 12 visits, 4 hours per visit.
xi. Observe and test foundation subgrade for at-grade improvements. Assume 6
visits. 4 hours per visit.
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xii. Observe and test subgrade and AB for on-site and off-site pavements. Assume
10 visits. 4 hours per visit.
xiii. Miscellaneous consultation requested by City and/or project team. Assume 20
hours.
xiv. Prepare construction observation summary letter at completion.
4) EXTENDED CONSTRUCTION GEOTECHNICAL SERVICES
a. It is anticipated the following remaining tasks will be required during the Construction
Administration phase of the project, estimated 19 visits:
i. Observe and test subgrade at areas to receive deep plug.
ii. Observe and test subgrade and aggregate base at Jacaranda east.
iii. Observe and test subgrade and aggregate base at Jacaranda west.
iv. Observe and test subgrade and aggregate base at Jacaranda bulb out curve
v. Observe and test aggregate base at FO 473 sidewalk
vi. Observe and test aggregate base at ASI 88 sidewalk
vii. Retest compaction around curb/gutter and sidewalk per FO 443.
viii. Six (6) additional visits for non-compliant/unexpected items.
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4,
AMENDED, REPLACES PREVIOUS
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 Completion
No. of Weeks from NTP
1 Supplemental Exploration, Testing, and Report 6 weeks
2 Preconstruction Services 44 weeks
3 Construction Geotechnical Services 254 weeks
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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 4
AMENDED, REPLACES PREVIOUS
The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the
terms and conditions of this Agreement, and as set forth in the budget schedule below.
Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up
to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any
of the tasks or categories listed below provided the total compensation for Basic Services,
including any specified reimbursable expenses, and the total compensation for Additional
Services and Optional Additional Services do not exceed the amounts set forth in Section 4 of this
Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1: Supplemental Exploration and Testing
Prep/Coordination Exploration Plan $774
Permitting and Permit Fees $1,200
Mark CPTs/Install Signage and Barricades $2,304
Subsurface Exploration (6 CPTs) $7,400
Prepare Supplemental Report $4,000
Post Report Meeting/Discussion $820
Subtotal Not to Exceed for Task 1 $16,498
Task 2: Preconstruction Services
Review 60% Construction Documents $2,100
Review 90% Permit Set $2,100
Respond to Bidding RFIs $1,750
Subtotal Not to Exceed for Task 2 $5,950
Subtotal Task 1 and 2 Basic Services $22,448
Additional Services (per Section 4 of this Agreement) for
Task 1 and Task 2 (Not to Exceed)
$2,244
Subtotal Task 1 and Task 2 Basic Services & Additional
Services Not To Exceed
$24,692
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Task 3: Construction Geotechnical Services
Review Shoring Plans $1,230
Observe Cut-off Wall $12,720
Observe Soldier Beams $5,088
Review and Respond to RFIs $1,750
Observe Tie-back Grouting $12,720
Tie-back Load Testing $4,770
Tie-back Summary Letter $1,050
Observe Mat Subgrade $2,544
Test Fill and Backfill $3,816
Test Trench and Backfill $7,632
Observe Foundation Excavation $3,816
Pavement Subgrade and AB $6,360
Miscellaneous Consultation $4,100
Construction Summary Letter $1,050
Subtotal Task 3 Basic Services $68,646
Reimbursable Expenses for Task 3 $750
Subtotal Not to Exceed for Task 3 Basic Services and
Reimbursable Expenses
$69,396
Optional Additional Services shall mean:
Additional Services (per Section 4 of this Agreement) $6,864
Miscellaneous Consultation/Senior Project Engineer $2,100
Miscellaneous Consultation/Principal Engineer $1,640
Site Specific Response Analysis (Post Software
Update)
$5,000
Subtotal Optional Additional Services $15,604
Subtotal for Task 3 Basic Services & Optional Additional
Services Not to Exceed
$85,000
Task 4: Extended Construction Geotechnical Services
Subtotal Task 4 Extended Services $21,786
Maximum Total Compensation Not To Exceed $131,478
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REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses. CITY
shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses
for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $200 shall be approved in advance by the CITY’s project
manager. CONSULTANT shall be reimbursed for specified expenses up to an amount not to
exceed Seven Hundred Fifty Dollars ($750).
ADDITIONAL SERVICES AND OPTIONAL ADDITIONAL SERVICES
The CONSULTANT shall provide Additional Services (defined in Section 4 of this
Agreement) and Optional Additional Services only by advanced, written authorization from
the CITY. If any Additional Services or Optional Additional Services are contemplated, the
CONSULTANT, at the CITY’s Project Manager’s request, shall submit a detailed written
proposal including a proposed description of the scope of services, schedule, and
maximum compensation, including any reimbursable expenses, for such services based on
the rates set forth in Exhibit C-1. The proposed Additional Services or Optional Additional
Services scope, schedule and maximum compensation shall be negotiated and agreed to
in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of such
services. Performance of any payment for Additional Services and Optional Additional
Services is subject to all requirements and restrictions in this Agreement
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"This Amended and Restated Purchase Order with Pivot Interiors, Inc.,
effective as of 06/10/2024, hereby amends and restates the Amended
and Restated Purchase Order No. 4523000432 dated 06/30/2023 with
Pivot Interiors, Inc. This Amended and Restated Purchase Order hereby
supersedes that Purchase Order dated 06/30/2023."
This City of Palo Alto (City) Purchase Order agreement (PO) with Pivot
Interiors pursuant and subject to Omnia agreement Contract
202000062 PH485, Sourcewell Contract no. 19Z08621 and Omnia
agreement Contract R191819 & R191806 with Pivot Interiors for the
procurement of Herman Miller Office furniture, project management,
procurement of equipment and assembly services as detailed in this PO.
Pivot Interiors, Inc. is an authorized dealer and sub-contractor of
Herman Miller, Inc.
All the furniture is fabricated specifically for the PSB. Installation is part
of the original PO. However, due to delays in the completion of the
Public Safety Building, Contractor has not been able to deliver any
furniture in accordance with the PO and has been storing the furniture.
Storage costs were not covered under the original PO. In addition, due
to the delay in completing the PSB, there is a labor surcharge due to an
increase in prevailing wages from the previous quote for the PO in
2023.
Pivot Interiors, Inc. Department of Industrial Relation Registration
Number is 1000018735.
This Project is subject to prevailing wages and related requirements as a
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
Community Services Department
City of Palo Alto
1305 Middlefield Road.
Palo Alto CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 1 of 7
"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 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.
DIR Registration and Other Requirements.
General Notice to Contractor.
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
Community Services Department
City of Palo Alto
1305 Middlefield Road.
Palo Alto CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 2 of 7
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.
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."
DIR Registration Required.
City will not accept a bid proposal from or enter into this Construction
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
Community Services Department
City of Palo Alto
1305 Middlefield Road.
Palo Alto CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 3 of 7
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.
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.
Certified Payroll.
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:
(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.
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
Community Services Department
City of Palo Alto
1305 Middlefield Road.
Palo Alto CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 4 of 7
(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.
0 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.
This PO is governed by California law without regard to conflict of law
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
Community Services Department
City of Palo Alto
1305 Middlefield Road.
Palo Alto CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 5 of 7
principles. The venue for any dispute under this PO is Santa Clara
County, California.
This PO by reference incorporates the following contract documents
into this PO by reference as though fully set forth herein:
1. Omnia agreement Contract 202000062 PH485
2. Omnia agreement Contract R191819 & R191806
3. Sourcewell Contract 19Z08621
4. Pivot Interiors Quote 411901-01, 411901-02, 411901-03,
411901-04, 411901-05 and 411901-06
5. City of Palo Alto Purchase Order Terms and Conditions
0010 PIVOT Project Management PSB 39,073 USD 1.00 39,073.30
0020 PIVOT Freight & Install PSB 1 USD 121,956.77 121,956.77
0030 PIVOT Materials PSB 526,261 USD 1.00 526,261.33
0040 PIVOT Contingency 68,729 USD 1.00 68,729.14
0050 Addtl Strg Fees & Prvlng Wage 21,480 USD 1.00 21,480.00
-------------------------
Sub-Total 777,500.54
Sales Tax 1,960.05
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
City of Palo Alto
Account Payable
P.O.Box 10250
Palo Alto, CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 6 of 7
*** ORDERING VIA EMAIL ***
**** PRICE HAS BEEN QUOTED ****
Vendor Address
PIVOT INTERIORS INC.
3355 SCOTT BLVD STE 110
Santa Clara CA 95054-3138
Tel: 408-432-5600 Fax: 408-432-5601
Bill To:
City of Palo Alto
Account Payable
P.O.Box 10250
Palo Alto, CA 94303
Ship To:
Public Works Engineering
City of Palo Alto
250 Hamilton Ave., 6th Floor
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount
______________________________________
Chief Procurement Officer
Total 779,460.59
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on
all documents. Complete packing lists must accompany each shipment.
INVOICE - A separate invoice is required for each order. Send to address indicated above.
City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING
PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4523000432
Date 05/30/2023
Vendor No.100165
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best method
Required Date 03/11/2024
Buyer/Phone Saira Cardoza / 650-329-2327
Email Saira.Cardoza@CityofPaloAlto.org
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER
ARRANGEMENTS ARE INDICATED HEREIN
Page 7 of 7
CITY OF PALO ALTO
GDS Rev. 06/22/2016
TERMS AND CONDITIONS OF PURCHASE
PAGE 1 OF 3
ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all
quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept
any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the
terms and conditions herein which shall prevail over any inconsistent provision in any form or
other paper submitted by Seller. All shipments or services performed shall be deemed to have
been made pursuant hereto. No other terms are acceptable. This P.O., including all
specifications and drawings, shall constitute the entire agreement between the parties unless
modified in writing by City.
CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and
drawings, patterns, and specification supplied or paid for by City shall be and remain City
property and shall be held by Seller for City unless directed otherwise. Seller shall account for
such items and keep them protected, insured, and in good working conditions without
expense to City.
DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of
Seller to meet the delivery dates, specifications, and quantities set forth herein is of the
essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized
by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if
not, such quantities and times are specified pursuant to City's written instruction. Items not
delivered may be canceled without penalty to City. Shipments in greater or lesser quantity
that ordered may be returned at Seller's expense unless written authorization is issued by
City.
PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's
most recent quote or charge to City for such materials, supplies, services and/or installations
unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the
P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed
herein which may be made by Seller at any time prior to the last delivery of goods or services
covered by this P.O.
TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten
(10) days notice in writing to Seller.
(1) Without Cause. City may terminate all or any part of this P.O. without cause. Any
claim by Seller for damages due to termination without cause must be submitted to City
within thirty (30) days after effective date of termination.
(2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery
date, delivery schedule, or otherwise fails to observe or comply with any of the other
instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to
any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O.
in writing without any liability of City with respect to Seller at any time during the term of this
P.O. In the event of termination for cause, City may purchase supplies or services elsewhere
on such terms or in such manner as City may deem appropriate and Seller shall be liable to
City for any cost and other expenses incurred by City, which is charged to City.
CHANGES: City shall have the right at any time by written notice via P.O. Change Order to
Seller to make changes in the specifications, the quantity of items called for, delivery
schedules, and requirements covering testing, packaging, or destination. Any claim by Seller
for adjustment under this clause shall be deemed waived unless made in writing with then
(10) days after receipt by Seller of notice of such change. Price increases or extensions of
time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued
by City's Purchasing Manager.
INSPECTION: City shall have the right to inspect and approve or reject any materials,
supplies, services and/or installations upon arrival of notice of completion prior to payment
without regard to the manner of shipment, completion, or any shipping or price terms
contained in this P.O. All materials, supplies, services and/or installations must be furnished
as specified.
(1) Defective, damaged, and nonconforming materials and/or supplies may be returned
for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking,
examining, repacking and reshipping of such materials and/or supplies.
(2) Defective, incorrect and nonconforming services and/or installations may be returned
for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by
City.
WARRANTY: Seller expressly warrants that all materials, supplies, services and/or
installations covered by this P.O. shall:
(1) conform to the specifications, drawings, samples, or other descriptions specified by
City or if none are so specified, to Seller's standard specification or the standards of the
ASTM or ANSI or other national standard organizations;
(2) be new and unless specified to the contrary on the face hereof, will be free from
defects in material and workmanship and will be free of all liens and encumbrances and will
conform to any affirmation of facts made on the container or label;
(3) be adequately contained, packaged, marked, labeled and/or provided in compliance
with all applicable federal and state laws and regulations (including materials deemed
hazardous);
(4) be performed within the rules and regulations of the Occupational Safety and Health
Act of 1970 (as amended);
(5) be produced or transferred or disposed of as required by federal and state laws and
regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials
Control and Hazardous Waste Regulations; and other toxic laws and programs.
Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees
and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or
expense arising in connection with or resulting from Seller's failure to furnish materials or
supplies or perform services that conform with any warranty contained herein.
(6) have good marketable title.
GOVERNING LAW: This P.O. shall be governed by the laws of the State of California.
INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an
independent contractor. Seller shall protect, defend, and indemnify and hold City harmless
against all damages, liability, claims, losses and expenses (including attorney's fees) arising
out of , or resulting in any way from Seller's negligence in providing the goods or services
purchased hereunder or from any act or omission of Seller, its agents, employees, or
subcontractors, Seller shall maintain such public liability insurance, including contractual
liability, automobile and general public liability, (including non-owned automobile liability)
Worker's Compensation, and employer's liability insurance as well adequately protect City
against such damage, liabilities, claims, losses, and expenses (including attorney's fees).
Seller agrees to submit certificates of insurance, evidencing its insurance coverage when
requested by City.
EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in
compliance with the Equal Opportunity Clause required by Executive Order 11246, as
amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action
Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal
opportunity programs.
FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its
control. Seller shall hold such materials, supplies, services and or installations at the direction
of City and shall deliver them when the cause affecting the delay has been removed. City
shall be responsible only for Seller's direct additional costs in holding the goods or delaying
performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed
by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as
they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original
delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of
other customers, which were placed after this P.O.
AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O.
on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or
factor relationship to City. Seller shall be deemed to have the legal authority to enter into this
P.O. with City on behalf of the third party.
INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the
terms of this P.O. and the attached specification with respect to any obligation of Seller, the
provision which impose the greater obligations upon Seller shall prevail.
CITY OF PALO ALTO
GDS Rev. 06/22/2016
TERMS AND CONDITIONS OF PURCHASE
PAGE 2 OF 3
ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply
with the City's Environmentally Preferred Purchasing Requirements.
(1) Hazardous Waste:
Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by
the Seller if the spent or discarded products are classified as hazardous or universal wastes by
State or Federal regulations. Seller shall provide convenient collection and recycling services
(or disposal services if recycling technology is unavailable) for all universal wastes, which
originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to
City staff upon request. Recycling and reuse of hazardous wastes must occur within the
United States. Universal waste lists and information are available
www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at
http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can
be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650)
496-6980.
(2) Zero Waste and Pollution Prevention:
Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The
City must also meet Municipal Regional Stormwater Permit requirements requiring no visible
impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or
contractor must individually or collaboratively comply with the waste reduction, reuse and
recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller
acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these
requirements, the City will suffer, as a result of Seller's failure, substantial damages which
are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in
addition to all other damages to which the City may be entitled, in the event Seller fails to
comply with the below requirements Seller shall pay City as liquidated damages the amounts
specified below. The liquidated damage amount is not a penalty but considered to be a
reasonable estimate of the amount of damages City will suffer as a result of such
non-compliance.
Sellers shall adhere to the standard that all printed materials provided to the City that are
generated from a personal computer and printer including, proposals, quotes, invoices,
reports, and public education materials shall be double-sided, printed on a minimum of 30%
post-consumer content paper or greater unless otherwise approved by the City's
Environmental Services Division (650) 329-2117. Materials printed by a professional printing
company shall be a minimum of 30% post-consumer material or greater and printed with
vegetable based inks. Liquidated damages of $30 per document will be assessed by City for
failure to adhere to this requirement.
All paper packaging must be Forest Stewardship Council (FSC) Certified.
All primary, secondary and shipping (tertiary) packaging be minimized to the maximum
extent feasible while protecting the product being shipped.
All primary, secondary and shipping packaging shall be recyclable in the City's recycling
program. A complete list of items accepted for recycling are found at
www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that
does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the
combined product and shipping cost is $235 or less will be assessed by City for failure to
adhere to this requirement.
Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as
but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not
be used as primary, secondary or tertiary/shipping packaging with the following exceptions:
o Primary packaging made from these materials may be used if the vendor,
manufacturer, contractor individually or collaboratively does one of the following:
(a) takes the material back at the City's convenience and at no cost to the City, or
(b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of
$235, or a minimum of $50 if the combined product and shipping cost is $235 or less.
o Bioplastics that meet ASTM D6400 standards for compostability may be accepted
with approval from the City's Environmental Services Division subject to local municipal
compost facility requirements.
o If approved by the City's Environmental Services Division, a packaging requirement
may be waived if no other viable packaging alternative exists.
Reusable/returnable pallets shall be used and taken back by the Seller, at no additional
cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets
and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the
combined product and shipping cost is $262 or less will be assessed by City for failure to
adhere to this requirement.
(3) Energy and Water Efficiency:
Seller shall provide products with an ENERGY STAR, Water Sense or State of California
standard rating, whichever is more efficient, when ratings exist for those products. A life
cycle cost analysis shall be provided to the City upon request and shall at minimum include:
first cost, operating costs, maintenance costs, and disposal costs.
Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and
Utilities programs:
Hazardous Waste Program (Public Works)
(650) 496-6980
Zero Waste Program (Public Works)
(650) 496-5910
Watershed Protection
(650) 329-2117
Energy Efficiency
(650) 496-2244
(4) Liquidated Damages:
Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing
Requirements will result in Liquidated Damages, according to the table marked Liquidated
Damages on page 3 of this P.O.
Event of Non-Performance
Recycled Paper Use
Failure to use 30% recycled content paper
Recyclable Packaging Materials
Failure of Seller to use secondary and shipping packaging that is recyclable in
the City's recycling program.
Expanded Foam Plastics
Unapproved use of expanded foam plastics for secondary or shipping
packaging
Pallet Use
Failure of Seller to take-back and reuse pallets, recycling only broken pallets,
at no additional cost to the City.
Acceptable Performance Level
(Allowed events per Fiscal Year)
1
1
0
1
Liquidated Damage Amount
$30 per each document
$235 or a minimum of $50 if the combined product
and shipping cost is $250 or less will be incurred if
this is not adhered to.
$235 or a minimum of $50 if the combined product
and shipping cost is $235 or less
$262 or a minimum of $50 if the combined product
and shipping cost is $2 or less
CITY OF PALO ALTO
GDS Rev. 06/22/2016
TERMS AND CONDITIONS OF PURCHASE
NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES:
The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and
the amount of liquidated damages for failure to meet the contractually required standards of performance.
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