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HomeMy WebLinkAboutStaff Report 2601-5871CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, April 06, 2026 Council Chambers & Hybrid 5:30 PM     Agenda Item     6.Approval of General Services Contract No. C26194173 with Duke’s Root Control for a Total Not-to-Exceed Amount of $279,098 and a Three-Year Term and for Root Foaming Treatment Services; and Finding of California Environmental Quality Act (CEQA) Categorical Exemption pursuant to CEQA Guideline 15301, Maintenance of Existing Facilities City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: April 6, 2026 Report #:2601-5871 TITLE Approval of General Services Contract No. C26194173 with Duke’s Root Control for a Total Not- to-Exceed Amount of $279,098 and a Three-Year Term and for Root Foaming Treatment Services; and Finding of California Environmental Quality Act (CEQA) Categorical Exemption pursuant to CEQA Guideline 15301, Maintenance of Existing Facilities RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or designee to execute Contract No. C26194173 (Attachment A), with Duke’s Root Control, to provide root treatment services for wastewater facilities for a term of 3 years and a total amount not-to-exceed $279,098. BACKGROUND The City of Palo Alto’s Utilities Department is responsible for the maintenance, repair, replacement, and construction of the City’s wastewater collection system, which consists of approximately 216 miles of wastewater mainlines and 18,000 laterals. This contract provides services to control root intrusion in predesignated areas of the City’s wastewater collection system where mechanical rodding is not feasible due to rough terrain or limited accessibility. The vendor applies a chemical root control agent specifically designed to eliminate existing root growth within the lines and inhibit future regrowth and sewer line intrusion, without permanently damaging the vegetation producing the roots or disrupting wastewater treatment processes. The City previously awarded a contract to Duke’s Root Control on April 28, 2022, for root treatment services. The contract term was three years with a not-to-exceed amount of $210,000. Staff is requesting Council approval of a new contract to continue these services. The increased contract amount for this period is due to rising costs and the inclusion of additional wastewater segments beyond those previously treated. These additional locations have been identified as requiring treatment because they are difficult to access and cannot be serviced using the City’s flushing trucks. ANALYSIS Table 1: Summary of Request for Quotation Proposal Description Proposed Length of Project Number of Vendors Notified Number of Proposal Packages Downloaded Total Days to Respond to Proposal Pre-Proposal Meeting Pre-Proposal Meeting Date Number of Proposals Received Proposal Price Range Public Link to Solicitation contract, the City has determined that the bidder is responsible and capable of successfully fulfilling the requirements of the contract. Table 2: Cost Breakdown of Proposed Work per Year (Year 1 to 3*) Item Description Quantity Price Total 4.9, 5.4, 6” Pipe Sewer Root Control 8” Pipe Sewer Root Control 10” Pipe Sewer Root Control 12” Pipe Sewer Root Control 15” Pipe Sewer Root Control Traffic Control TOTAL AMOUNT $93,032.79 FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: CITY OF PALO ALTO CONTRACT NO. C26194173 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 6th day of April, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and DUKE’S ROOT CONTROL INC., a New York corporation, located at 1020 Hiawatha Blvd W., Syracuse, NY 13204, Telephone Number: (315) 472-4781, DIR number 1000003539 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements “E” – Payment and Performance Bonds CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from full execution to April 5, 2029, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed the total maximum compensation amount of Two Hundred Seventy Ninety Thousand Ninety Eight dollars and Thirty Seven cents ($279,098.37). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall 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- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, 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 CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, 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. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ 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 Appendix __, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Venessa Fujii, Dept.: Utilities Department, Email: venessa.fujii@paloalto.gov, Telephone: (650)496-6994. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. 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. 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. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO DUKE’S ROOT CONTROL INC. _________________________ By________________________________ City Manager or Designee Name _____________________________ Title_______________________________ Approved as to form: By________________________________ __________________________ City Attorney or Designee Name _____________________________ Title_______________________________ EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall perform root foaming application in accordance with the Schedule set forth in Exhibit B and the following conditions: 1) Chemical Application a) Application of the chemical root control agent shall be by foaming in accordance with the best- recommended practice for conditions present in the line under treatment. All foaming procedures will be in strict accordance with the instructions on the container label. b) A foam discharge hose shall be inserted throughout the entire length of the sewer section to be treated. Acceptable methods of conveying the foam discharge hose through the sewer section are: 1) manually or mechanically inserting or shoving the foam discharge hose through the section, or 2) floating a rope through the sewer section and using the rope to pull the foam discharge hose into the section. c) The foam will be pumped under sufficient pressure to assure that the entire sewer section is completely filled with foam, and to assure that the foam passes into each lateral pipe to a distance of 5 feet from the main line. Sewer service to homeowners will not be interrupted nor will chemical agents reach the home or business. The Contractor must beware that excessive discharge pressure, and/or excessive quantities of material may cause foam to enter houses or travel up forward clean-outs onto lawns. d) Hose retrieval rates must be timed to evenly distribute the full quantity of foam throughout the entire area of treatment. e) When required to enter or work within a manhole, the Contractor’s employees and subcontractors will in addition to abiding by the confined space regulations/requirements of OSHA will also abide by any requirements spelled out by either the container label or the specimen/chemical control root agent’s manufacturers requirements. This would include meeting the minimum protective clothing requirements and/or wearing supplied air breathing apparatus. 2) Notification a) The Contractor will provide 48-hour notices to the City’s wastewater collection system supervisor/project coordinator prior to starting work on any portion of the contract. In the event that a problem arises with the root foaming operations, or there is a problem with any of the existing sewer lines, the Contractor will notify the City immediately and report the problem. 3) Wastewater Treatment Plant Protection a) The Contractor will take all steps necessary and appropriate to prevent adverse effects on the Palo Alto Regional Water Pollution Control Plant (RWPCP). Introduction of any materials into the RWPCP must be with the approval of the RWPCP operator. The Contractor will provide the date and time of all intended work, and the name and telephone number of the Contractor’s onsite supervisor. The Contractor will maintain daily communication with the City’s wastewater collection system supervisor/project coordinator and the RWPCP operator to ensure that no adverse effects on RWPCP operations results from Contractor’s work. b) The Contractor will be financially responsible for any adverse effect on RWPCP processes directly or indirectly caused by chemical application, including but not limited to damages to plant processes or equipment, clean-up and restoration costs, fines imposed by State or Federal agencies, pollution of receiving waters, and civil suits. The Contractor will further indemnify and hold harmless the City, and the operator of the wastewater treatment plant, against all costs, including legal expenses, relating to treatment plant failure or other damage or pollution caused, directly or indirectly, by the applications of chemicals by the Contractor. 4) Requirements for Surcharging Sewer Lines a) Sewer pipes cannot be treated effectively when surcharging flow conditions exist. If a surcharging condition exists on a sewer to be treated (i.e., flow rate is greater than 30% of the pipe diameter), the Contractor will return to treat that portion of the sewer line when the flow is normalized. b) The Contractor is responsible for monitoring weather to ensure that lines are not treated when the possibility of surcharging due to inflow and infiltration exist. If a sewer surcharges within a 12-hour period after a treatment has been made, the Contractor is required to retreat that section of sewer at the Contractor's expense if the surcharge is a result of Contractor activities or inflow and infiltration resulting from wet weather. 5) Contractor Safety Responsibilities a) Contractor must provide proof of CERTIFICATION and TRAINING by the herbicide manufacturer. b) Only CERTIFIED CREWS will be used for application of the herbicide systems of control herein described. c) Contractor must possess a valid Qualified Applicator Certificate (QAC) to apply "RESTRICTED USE" chemicals in sewer lines as described under Title 3 of California Code of Regulations (3 CCR), Code section 6000. d) Contractor will submit illustrative brochures or technical data, including a Material Safety Data Sheet (MSDS), and a specimen label of the product to be used for sewer root control. e) Contractor will execute all work in a manner to avoid injury or damage to any person, animal, structure, service, property, crop or vegetation. f) Contractor will avoid using compounds containing copper and/or other known priority pollutants, as defined by the Federal EPA. Any products containing the active ingredient(s) metam-sodium or copper sulfate will not be allowed. g) Contractor will provide all necessary equipment and barricades to prevent pets, children, and unauthorized people from gaining access to the site of the work. Contractor will provide adequate protection for his/her employees engaged in the handling, mixing, and distribution of the chemicals and ensure all the employees correctly wear such protection. h) Should any chemical root control agent spill on the ground, Contractor will remove and safely dispose of the chemical and affected soil in accordance with the State and Federal regulations pertaining thereto. The Contractor will handle all spills in accordance with the appropriate MSDS and will have on site materials and equipment to contain and handle spills. The area will be restored to a condition equal to or better than before the spill. i) Contractor will prevent all chemical agents from reaching homes and businesses along the sewers cleaning route. The Contractor will also be accountable for any damage or death to trees, shrubs, lawns, crops and gardens that is attributable to the chemicals used in the process. Should the Contractor, or his employees or agents cause any damage to public or private property, the Contractor will be required to make repairs immediately. j) Contractor will respect the rights of property owners and inform the private property owner before entering the property. k) Contractor will place proper traffic warning devices to protect the specific job site, and to prevent accidents or personal injury to the public. l) Contractor will ensure that chemicals are handled in accordance with manufacturer’s recommendations, standard practices and appropriate statutory requirements, and that all precautions are then taken to avoid spillages. m) Contractor will comply with all guidelines for working within Open Space land per the procedures that have been provided with this contract. 6) Access to Manholes a) Some of the manholes to be used on this project may not be directly accessible by trucks or other vehicles. The Contractor will be responsible for determining which manholes are not accessible to their vehicular equipment and will plan their root foaming operations accordingly. No additional compensation will be allowed for pipe sections without direct vehicular access. In the event a specific pipe section is inaccessible to the extent beyond specified hose lengths for root foaming, the City will consider deleting this pipe section from the contract. 7) Recordkeeping and Project Documentation Requirements a) Contractor will keep complete, accurate records of each day's operation. Records will show date of treatment, sections of line treated, pipe size and distance, amounts of chemicals placed in the lines, and any other pertinent information. Log sheets must be available to the City staff upon their request, and a copy will be submitted with the invoice. b) Upon completion of the project and accompanying the final invoice, or whenever requested by the City, the Contractor will submit log sheets and reports which show, as a minimum, the following information: i) The report date ii) The date each given sewer line was treated iii) Street name for each given sewer line iv) A description (manhole numbers, house numbers, cross streets, etc.), which will enable the City Engineer to accurately identify the exact location of each sewer line v) The pipe size for each given sewer line vi) The length (manhole to manhole) for each given sewer line vii) Quantity of chemicals used on each sewer line viii) Special conditions found by the Contractor's crew; and ix) The date for each sewer line when the guarantee expires. c) At the completion of the job the Contractor will submit a complete set of reports sorted by location based on Location Tables per the Project Location Map. 8) Treatment Guarantee: For each sewer section (manhole-to-manhole) that is treated under the Contract, the Contractor guarantees the work as follows. a) At the option of the City, the Contractor will, at his own expense, re-treat a sewer section, or refund 100% of the payment received to treat that section, in the event that: i) live roots are found in the section within six months after the application; or, ii) the section plugs up and floods due to tree root obstructions within a period of two years, beginning on the date of treatment, and ending two years after the date of treatment. b) Re-treatments, performed at no charge in honor of the guarantee, do not extend the expiration date of the guarantee. This guarantee applies to sewer stoppages caused by live tree roots. It does not apply to stoppages caused by grease or other foreign matters; flat, collapsed or deformed pipes; or flooding caused by a surcharged or plugged sewer section downstream from a guaranteed sewer section. This guarantee applies to main line sewers only. 9) Required Ingredients a) Inert Ingredients: The root control material will be formulated with foaming agents and surfactants sufficient to produce a stable, small bubble, dense foam capable of sustaining its shape and thus remaining on the treated roots. The foaming surfactants will strip grease that typically clings to sewer root masses. b) Root Killing Agent: The active component for destroying intruding roots in sanitary sewer lines will be a potent, non-systemic toxin which kills contacted roots at low concentrations, but which will not permanently affect parts of the plant distant from the treated roots. The active ingredient must be spontaneously detoxified by a natural chemical or biochemical process in a relatively short interval following its use. c) Root Re-Growth Inhibitor: The active ingredient for inhibiting re-growth of root intrusions in sanitary sewer lines will inhibit root cell growth on contact but will not be transported so as to damage other portions of the parent plant. The material will bind firmly to the soil in the vicinity of openings in pipe joints so as to form a persistent chemical barrier suppressing the growth of root tips. The material will be sufficiently stable under the conditions of use to provide protection for twelve months or longer but will be subject to decomposition in wastewater treatment plants without disturbing the treatment plant processes. A specimen product label(s) and Material Safety Data Sheets will be submitted. EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR will perform the Services to all routes listed on the Project Location Map. Work will begin on the date specified on the City’s Notice to Proceed and will be completed within 30 Working Days. EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. RATE SCHEDULE YEAR 1 A01 Apply chemical root control foam designed to kill root growth in 4.9, 5.4, 18,364 Linear Feet $2.02 $37,095.28 A02 Apply chemical root control foam designed to kill root growth in 8” Pipe Sewer sanitary sewer control foam designed to kill root growth in 10” Pipe sanitary sewer mains. 2,737 Linear Feet $2.42 $6,650.91 A04 Apply chemical root control foam designed to kill root growth in 12” Pipe sanitary sewer mains. 2,777 Linear Feet $2.42 $6,748.11 A05 Apply chemical root control foam designed to kill root growth in 15” Pipe sanitary sewer mains. 4.839 Linear Feet $4.61 $22,307.79 A06 1 EA $4,000 $4,000.00 Total Year 1 $93,032.79 RATE SCHEDULE A01 Apply chemical root control foam designed to kill root growth in 4.9, 5.4, 6” Pipe Sewer Mains foam designed to kill root growth in 8” Pipe Sewer sanitary sewer mains. foam designed to kill root growth in 10” Pipe sanitary sewer mains. foam designed to kill root growth in 12” Pipe sanitary sewer mains. foam designed to kill root growth in 15” Pipe sanitary sewer mains. Traffic Control Total Year 2 $93,032.79 RATE SCHEDULE YEAR 3 Line Item Description Quantity Unit of Measure Unit Cost Total A01 Apply chemical root control foam designed to kill root growth in 4.9, 5.4, 6” Pipe Sewer Mains foam designed to kill root growth in 8” Pipe Sewer sanitary sewer mains. foam designed to kill root growth in 10” Pipe sanitary sewer mains. foam designed to kill root growth in 12” Pipe sanitary sewer mains. foam designed to kill root growth in 15” Pipe sanitary sewer mains. Traffic Control Total Year 3 $93,032.79 RATE SCHEDULE YEAR 1 $ 93,032.79 RATE SCHEDULE YEAR 2 $ 93,032.79 RATE SCHEDULE YEAR 3 $ 93,032.79 TOTAL FOR YEAR 1, 2 AND 3 $279,098.37 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS AGGREGATE YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED TO: PurchasingSupport@PaloAlto.Gov EXHIBIT E PAYMENT SURETY BOND AND PERFORMANCE SURETY BOND