HomeMy WebLinkAbout0153.091\
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February 14, 1991
THE HONORABLE CIT~ COUNCIL
Palo Alto, California
Regional Water~_l_lli Centro} Plant Was~ewater Reclamation Mastoar
Plan -___ Consultant Agre:e~
M~rs of the Council:
Report in Brief
This report recommends that the council authorize the Mayor to
execute an agreement with Brown and Caldwell, Consultant. in the
amount of $150,OO~, for services to conduct a ~aste~ater reclama
tion master plan study. Funds have been budgeted in the Waste'll7ater
Fund and the water Utility Fund tor FY 1990-91 for this project.
water reclamation is an in.creasingly important component of the
water supply management picture in california as the water
resources are being deprived. The effluent from the Regiona.l water
QUality Control Plant (RWQCP) is in compliance with tbe reclaimed
wastewater speCifications for restricted use (freeway and cemetery
landscapes).. The plant also has litaited capability to further
traat the effluent to a higher quality level to meet the specifica
tions tor non-re.str:'icted use (playground and park). Reclaimed
vater projects will reduce potable water consumption as well as
wastewater discharge to the bay. The wastewater Reclamation Master
Plan 'Will provide a cml",prehensive technical, economical and
environmental review of potential reclaimed water projects.
A Request for Proposal to perform the master plan study was issued
to nine consultant firms, and seven responded. The proposals were
reviewed in accordance with the City's selection procedure for
professional services~ Four consultant firms were chosen to be
interviewed by the City's selection committee. The selection
committee was comprised of representatives from the RWQCP,
ctilities Department: and the Parks and Golf Course Divisions~ The
four consultant firms interviewed by the committee were Xer~edYI
Jenlcs/Chilton, Bro .. rn and Caldwell, CH2M RILL, and John Carollo
Enqineers. Brown and Caldwell showed a sound approach ~ith clear
project understanding and an experienced team.
This project was included in the list of FY 90-91 consultant work
stlbBitted to the Finance and Public Works Committee in Jul~{ 1990
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and was not selected to be ~eturned to the committee ~or revie~.
The attached agreement with Brown and Caldwell cover~ the consul
tant task~ to be accomplished under the master plan. The services
include providing a comprehansive technical, economic, and
environmental evaluation ot reclaime'!S water use for the areas
served by the ilWQCP. The evaluation 'Will establish the desiqn
criteria and result in an implementation plan for a list of viable
projects~
Funding
Funds for the Wastewater Reclamation Master Plan are included in F~
1990-91 Wastewater Treatment CIP ($75,OOO} and water Utilities elP
($75,000).
Remmmendations
Stftff recommends that Council:
1.. Approve and. authori:;-e the Mayor to execute the attached
consultant agreement with Brown and Caldwell in the amount of
$130,00<'1 to conduct th~ Wastewater Reclamation Ml!ster Plan
study.
2. Authorize the City Manager or his designee to neqotiate and
execute amendments for services related to or incidental to
the scope of work or servic:~s, the value of all of which
amend~ents shall not exceed $20,000.
Respectfully submitted,
'h<#<-«-V ~k.
WI LLIAM MIXS
Manager, water Quality Ccntrol Plant
Attachaents! Aqreement
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CMR:153:91
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BII'nIEElI 'l'Q cU'Y O. PlLLO ALTO lUll)
Bao" lUll) CALDnLL. C01l8t1L'l'AIII'I'8
1'OR PItOJ'IIaaIOIQL "GUIlIERIlfG COllBUL'l'IUn' SERVICES
THIS AGREEMENT is made and entered into this _____ day of
s 1991, b}" and bet .... een the CITY OF PALO ALTO~ a
municipal corporation of California~ hereinafter referred to as
·CITY,· and BROWN AND CALDW~LL, CONSULTANTS (Taxpayer Identifica
tion No. }, a California Consulting Engineering
Corporation, with offices at 3480 Buskirk Avenue~ Pleasant Hill, CA
94523-4342, hereinafter referred to as ·CONSULTANT-;
WIT , J S 8 • , B:
WHEREAS, CITY desires certain proressional services
hereinafter described; and
WHEREAS.. CITY desires to engaqe CONSULTANT to provide
~ese services by reason of its qualifications and experience for
perforlllinq such services, and CONSULTANT has offered to proviae the
required services on the terms and in the manner set forth herein;
NOW? THEREFORE, in consideration of their mutual
covenants, the parties hereto aqree as follows:
~ION 1 -DEFINITIONS
1.1 ~
The term -City· as used in this Agreement shall mean and
include all the territory lyi09 within the municipal boundaries of
the city of Palo Alto, California, as presently existinq, plus all
t,erritory Which may be added thereto during the term of this
Agreement by annexation or otherwise~
1 .2 CIT¥ I\At!AGER
The term ·City Hanager~ shall mean the duly appointed
City Manager of the City of palo Alto, california, or his
designated representative~
1.3 CITY ATTO&~EX
The term ·City Attorney· shall mean the duly appointed
City Attorney of the City of Palo Alto, Call.fornia; or his
desiqnated representative.
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The tara ·City Clerk-ahall lIean the d'.lly appointed city
Clerk of the City ot Palo Alto, California, or her designated
representative.
1.5 RISK MANAGER
The tera -Risk Hanaqer" shall mean the duly appoirlted
Risk ~anaqer of tlle City Qf Palo Alto, Calif':;,rnia, or his
designated representative.
1. 6 PROJECT
The term -Project-means the services described in
E~~ibit -AlP entitled ·Scope of Work~ attached hereto and made a
part hereof by this reference.
SECTION 2 -PROJECT COORQINAIIQH
2.1 CITI
The City Manager shall be representative of CITY for all
purposes under ~~is Aqreement. Daisy Stark is designated as the
PROJECT MANAGER lor the City Hana:Jer, and she shall sup-srvise the
progress and execution ot this Agreement. She shall also be
d.esignated as the PROJECT ENGINEER.
:2 • 2 CON5U[XAtIT
CONSULTANT shall assign a single PROJECT DIRECTOR to hava
overall responsibility for the progress and exe:::l.ltion of this
Agreement for CONSULTk~T. BOb Grace is hereby desig~ated as the
PROJECT DIRECTOR for CONSULTANT. Richard Stenquist shall be
assigned as PROJECT COORDINATOR t¢r CONSOLTANT and shall represent
CONSULTANT during; the day-to-day work on the Project. Should
circumstances or conditions subseque~t to the execution of this
Agreement require a substitute PROJECT ::>IRECTOR or PRC)JECT
COORDINATOR for any reason the PROJECT DIRECTOR or PROJECT
COORDINATOR designee shall be subject to the prior written approval
of the PROJECT KAIlAGER.
SECTION 3 -SCOPE OF PROJECT
The scope of the project to be executed by CONSULTANT
under the phases of the Bdsic Services described in Section 4.~ of
this Agreement is as described in Exhibit -A-.
~CTION 4 -PQ1IES Of CONSU~
4.1 BASIC SERVIC~§
CONSULTANT shall perform the tasks described in Exhibit
-A-. CONSULTANT shall proceed .ith the Basic Services after the
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execution of this Agreement and upon receipt of Notice To Proceed
from the PROJECT MANAGER.
4.2 ADQITIONAL SERVICES
CONSULTANT shall perforD O~ obtain any and all of th~
fgllo~inq additional services# not included under the Basic
Sel~ices, it so authorized in writinq by CITY, and shall be paid as
provided i~ Section 6 of this Aq~eeDent:
Any other services related
Project that may be agreed upon by the
execution of this Aqreement~
4~3 GiNERAL DUTIES OF coNSULTANT
to or incidental to the
parties subsequent to the
4.3.1 CONSULTANT represents that it is qualified to
furnish the servic~s described ~nder this Agreement. CONSULTANT
further declares that one or more members or employees of his firm
and that of its 5vbconsu1tants. if any. are licensed by the state
of California to perforll the.ir services and. that these services
will be performea by them or under their supervision. CONSULTANT
shall furnish to CITY tor approval" prior-to execution of this
Agreement, a list of all firms or corporations to be employed as
subconsul tants.
4~ 3.2 CONSULTA!IT states that it is aware of the
r-equirements of the Government Code and the Hea.lth and safety Code
of the state of California relating to access to public buildings
and accommodations for physically handicappea persons# and relating
to facilities for handicapped persons. CONSULTANT shall comply
with such provisions in carryinq out the terms of this Agreement.
4.3~3 CONSULTAN~ shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSULTANT arc being perforrued in accordar~e ~ith the requirements
an~ intentions of this Agreemant.
SECTION 5 -DUTIES OF CITY
5.1 CITY sha.ll pr·y.,ride intormation regardinq its requirements
for the Project.
5~2 CITY shall examine documents submitted by CONSULTANT and
shall render decisions pertaining thereto promptly, to avoid
qnreasonable delay in the progress of CONSULTANT's ~ork.
5.3 The services~ information~ surveys and reports required
by paraqraph 5.1 shall be furnished at CITY'S expense ar.d CONSUL
TANT shall be entitled to tely upon the accuracy thereof.
5.4 If CITY observes or otherwise becomes aware of any fault
or defect in the Project or nonconformance with this Agreement,
CITY shall qive prompt ~itten notice th@reQf to CONSULT~~~
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5.5 CITY shall furnish information required by CONSULThN~ as
expeditiously as possible.
SECTION 6 -P'YMENT
Payment shall 'be made by CITI:-only for-services rendered
and vithin thirty {30} days of submission in triplicate of monthly
progress payment requests in accordance with Exhibit ·S~, Payme~t
Schedule: att.ached h-e.reto and made a part hereof by this reference.
Each invoice sball be itemized as to the type ot pa}~lent descriv€d
in this section.
6.1~1 In consideration for the full performance of
the Basic Services described in Section 4.1 of this AgreE'!Ilent. -CITY
~qrees to pay CONSULTANT a fee net tv exceed One Hundred ~hirty
Thousand Dollar. ($130,000.00).
6,.1 • .2 The a-moun"t of CONSULTANT's compensation for the
Basic Services shall ~e calc~lated as set forth in Exhibit -S-, up
to the maximum aJIlount set forth in paragraph 6.1. '\..
6.1.3 supconsultants. Fees. for s\lbcQnsultants., hire..:i
directly by CONSULTANT, shall be approved by CITY in advance of
incurring such feesa
6a1~4 Fer Additienal Services. For CONSULTANT~s
additional services., as described in section 4.2 of this Agreement,
COllIpensation shall not tv excE.E:d 'l"Wemty Thollsand Dollars ($20.0001
for the teJ."ll of this Agreement. COtlSULTAliT I s contpe.,sation for
additional services shall be computed cn a time and materials basis
as shown in Exhi~it -8 ft •
6.1 a 5 P':Jr Extra Werk or Change§.. Payment for extra
work or changes in ~he ;;o:rk not initiated by the CCNSULTA."l~r-and
authQrized in writing by the ~RCJECT MANAGER shall be made ~ithin
thirty (30) d.ays of :submission by CONSULTANT of a statsment in
triplicate cf itemized costs covering sllch 'Work. Prior to
commencing such extra work or changes, CONSULTANT and CITY shall
a'i"ree upon :sn estimated not-to-exceed CQst for 5\l~h extra wo:!:"k. In
no event shall (X'INSULTANT be paid for desi;;'T! work or change order
preparatio-n which is necessary beca\lse of CONSULTAN'r I S errors or
oversights ~
6.1.6 Cal_~ulat;on of Direct Personnel Expense.
Direc~ personn~l expense of employees engaged en the project by
CONSULT~~ includes the work of architects, engineers. designers,
job captains, draftspersons. specification writers and typists~ in
consultation., research and design, in producing drawings~ specifi
cations and other documents pertaining to the project. and in
services during construction at th~ site. Included in the cost of
direct personnel e:.rpense of these employees are salaries and
mandatory and customary benefits such as statutory employee
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benefits, insurance, sick leave, holidays and vacati~ns. pensions
and similar benetits~
6. 2 PADSENT SCHEOO LE
Services
ser.rices
6.2.1
shall be
performed
For Basic Services. .pajllDents tOl" the Basic
made in proqress payments in proportion to
as set forth in Exhibit -B-.
Final payment under the Basic Services shall be made by
CITY after CONSULTAN'l' has submitted all required products and
reports and received approval thereon by CITY.
6.2.2 for Additional Services. Payments for
additional services of CONSULTANT as defined in section 4 snaIl be
made on a time and l1Iaterials basis and as part of the monthly
pr09ress payments for t."1e BaBic Services rendered in accordance
with Exhibit -B-.
6.2.3 Deductions.
CONSULTANT's compensation on
damages, or other sums ~lthheld
No deductions shall be made trom
account of penalty, liquidated
from payments to contractors.
6 .. 2~4 Payment Upon Suspension. or Aba.ndorrment of
Project. If the Project is suspsndi!d for more than three (3)
months or abar~oned in whol~ or in part, CONSULTk~T shall be paid
its compensation for services performed prior to receipt of written
notice from CITY of sucn suspension or abandonment, toqetber with
additional and reimbursable expenses then due. If the Project is
resumed after beinq suspended for more than sixty (60) days, any
cbange in CONSULTANT'S compensation shall be subject to Lenegotia
tion and, if necessary, approval by the Palo Alto City council. If
this A9reement is suspended or terminated for fault of CONSULTANT,
CITY shall be obliqated to compensate CONSULTANT only for that
portion of CONSULTANT's services Which are provided prior to
suspension or abandonment.
SECTION 7 -PROGRESS AND COJ!PLETrOI!
7. 1 TERM OF AGREEMENT AND RENEWAL
The initial term of this Agreement is twelve {12J months.
Bowever, CITY reserves the right to cancel or modify the Agree~ent
according to any changes or deletions in regulatory agency
requirements for CONSULTANT's services~ CIT'!, in its sole.
discretion, may renew this Aqree~ent with CONSULTANT on an annual
hasis for up to two (2) additional years following the first year
of the Agreement. The renewal of the Agreement is subject to
whether CONSULTANT's performance under the Aqreement is satisfacto
ry to CIT¥ and whether the Palo Alto City Council allocates funding
ror the Agreegent for each of the subsequent two (2) fiscal years
of the term. prior to the renewal of this Agreement, CITY and
CONSULTANT shall negotiate a mutually acceptable escalation factor
fo[' tees to be paid to CONSULTANT for its services under the
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renewed Agreement. If no agreement can be reached on an acceptable
escalation factor, the Agree~ent shall not be ren~yed.
7.2 TIME IS OF THE ESSENCE
It is understood and agreed that time is of the essence
of this Aqree:ment, and that, follcving receipt of Notic~ to
Proceed, CONSULTANT shall commence work on the Basic Services in
accordance with the time schedule set forth in Exhibit -Aft. Work
on sUbsequent tasks shall proceed in accordancE -with said time
schedule.
1.3 'tniE or COMPLETION OF EACH PHASE
CONSULl'ANT agrees to perforlD the Basic services within
the time limits set forth in Exhibit -A-provided, h~wever, that
any chanqe in the scope of services or other changes due to CITY's
operating requirements, or in connection with other cont~actors or
consultants operations, may require a revised til!1_e table.
CITY agrees to exercise due diligence in performing its
tasks to implement the CONSULTANT's time table.
7.4 CITY'S REVIEW AND APPROVAL
Between each phase-of 'iaforJc. there is a rev lew and approval
period by CITY .. The CITY ~ill exercise due diligence ~o complete
these tasks; ho'Wever, it is recognized that the interrelat.ed
exchange of info~tion among CITY's various departme~ts mak~s it
impossible tD set a specific time schedule. Normally, the CITY's
ec;;timated period of reyiew and approval 'Will be 'furnished to
CONSULTANT at the time of submission of each phaSE of work.
7.5 EXTENSION_nOP _TJME OF COMFLETlQli
In the event the services called fer under this Agree.ment
are not completed by CONSu"LTAN'I' wi thin the time spo?cifled. CITY
shall have the option to extend the time of completion.
SECTION 8 -CHANGES !N WoRK
CITY may order major changes in scope or character of
work, either decreasing or increasing the amount of CONSULT~~TfS
services. In the event that such changes are ordered~ CCNSULTANT
shall be entitled to full compensation for ~ll York performed prior
to receipt of notice of change. Increased compensation for major
chanqes shall be determined in accordance ~ith Section 6 oL the
Agreement, but in no event shall CITY be liable for pa.},-.ne.nt unless
the amou~t of such extra compensation shall first have been agreed
to in writing by CITY.
In the event that major changes are ordered pursuant to
this section, the schedule for progress and completion in Secticn
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tion bet-..,een CONSULTANT and CITY, subject to approval, j t necessary
by the Palo Alto city council.
SEa ION , -TEP ... 'tUNATIOH OR SUSPENSION OF AGREgMENT
9' .1 CA.'n::C;YATION BY CONSULTANT
CONSULTANT may terminate this Agreement or suspend ~ork
on the Project upon thirty (3G} days' written notice to CITY, but
only in the event of substantial tailure of performance by CITY or
in the event CITY abandons or indefinitely postpones the Project.
9.2 CANCELlAtION BY CITY
Without limitation to such rights or remedies as CITY
shall otherwise have by law, CIn shall have t.he right to terlD.inate
this Agreement or suspend work on the Project without cause, upon
providing fifte~n (15) days' WTitten notice thereof to CONSULTANT,
or iJUDediately after submission to CITY by CONSULTANT of any
completed itaD of service specified in Section 4. of this Agreement.
CONSULTANT agree.s to cease all work under this Agreement upon
receipt of said written notice.
9.l
In the event of termination of this Agreement or
suspension of work on the project by either CITY or CONSULTANT,
CONSULTANT shall receive compensation as tollows:
9.3.1 For approved items of service under Section 4
of this Aqreementj" compensation ahall be in the am.ount outlined
under Section E of this Agreement tor b)e items of service fully
pertorme~ by CONSULTANT.
9.3 .. 2 For items ot service on which. a notice to
proceed has been issued by CITY" :'uc which hav'E! not been fully
completed and approved, CONSULTANT shall be compensated tor said
service in an amount which bears the same ratio to the total fee
other-wise payable for the perforaance of said service as the
service actually rendered bears to the total service necessary for
the tull performance of s.aid item of service.
9 .. 3.3 In no event shall the total compensation paid
in the immediately precedinq paraqraphs exceed the payment
specified in section 6 for the respective items of service to be
furnished by CONSULT~~ ..
9 .. 3 .. " Notwltl1standinq anything in the preceding para-
qraphs" upon termination for fault of CONSULTANT" CIT~ shall be
Obli9ateO to pay tor only that portion of the service which can be
incorporated in the Project ..
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9 .. " DUTIES QF CIT)' A.."lQ CONSULTANT
upon termination o! this ~greement or suspe~sion of ~crk
on the Project by either CITY or caNSULTAN~, all du~ies of CITY and
CONSULTANT, as set forth in Sections 4 an~ 5 hereinabove, shall
teninate.
SECTIQN 10 -CON'.WJUN1' S ~CCotl:NTING RECORD~
Records of all expenses pertaining to the Project shall
be kept b z' CONSULTANT on a generally recognized accounting basis
and shall be available to CITY at mutually convenient times.
SECTION 11 -Ow"N.G;RSHIP or POCUKENT~
11.1 Subject to the provisions of Paragraph 11.2 below, the
original drawings, maps, plans, designs, records of survey, wor-k
data, specifications, studies l reports and other documents prepared
by CONSULTANT in the pe:ctormance of this Aqr-~e$ent, although
instruments of professional service, are and shall be the property
of CITY".
11.2 Upon completion of the services ";Jnder this Agreement l or
termination under section 9 ot this Agreement and upon CITY I S
payment of the amount required to be paid under same section, the
originals and all drawings, calculations, specifications, studies,
reports and similar docwneTits become ti.e property of CITY, and
CONSULTANT shall transfer them to CITY upon request without
additional compensation. CITY shall have the right to utilize any
completed or uncomplet~d drawings, estimates, specifications,
studies, reports and other documents prepare.) hereund;::.r by
CONSULTA!'T.
SEc-rIOH 12 -INTEREST OF CONSULTAl:IT i CONSUITA.,"'"T INDEPE.~.-=
CENT Of CITY
In accp.:ptinq this Agreement, CONSULTANT covenants that it
presently has no interest, and shall not acquire any interest,
direct or ir~irect, financial or otherwise, which would conflict in
any I!.dfmer-or degree with the performance of the services he:re
under~ CONSULTANT further covenants that, in the performance of
this Agre£ment, no subcontractor or person having such an interest
shall be employed. CONSULTANT certifies that no one who has or
vill have any fin~ncial int~rest under this Agree~ent is an officer
or employee of CITY.
It is expressly agreed that in the perfannance of the
professional services required under this Agreement CONSULTANT ~ and
any of its subconsultants or employees, shall at all times be con
sidered independent contractors and not agents or employees of
CITY.
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SgCTION ..ll -OUTSIDE CONSULTANTS
CONSULTANT shall be responsible for employiIl9 all outside
consultants (s\1bconsultants) necessary to aid CONSULTANT in the
perro~nce of the services listed in section 4 of this Agreement:
provided, however, that all such subconsultants shall receive prior
approval or CITY in writlnq and shall re~ain ~cceptable to CITY
durinq the term of this Agreement.
SEctION 11 -IMPEMHITX
CONSUI.·TANT ~grees to indeanify, defend and hold harmless
CITY, its officers, agents and employees from any and all demands.
claillls, or liability of any nature, including deat,h or injury to
any person,. property damage or any other loss, caused by or arising
out of CONSULTANT's, its officers', agents', subcontractors' or
employees· negligent acts, errors, or omissions, or willful
misconduct, or conduct for which the law imposes strict liability
on CONSULTANT in the performance or failure to perform this
Aqreettent.
S ec=rIQN 15 -INSURANCE
15.1 OONSOLTANT~ at its sole cost and expense, shall Obtain
and maintain, in full force and effect throughout the entire term
of this Agreement~ the insurance coverage described in Exhibit "C·~
attached hereto and made a part hereof by this reterence~ insuring
not only CONSULTANT and its subconsultants, if any, but also, with
the exception of workers' ~mpensation, employer's liability
insurance and professional liability insurance, CITY, its officers,
aqents and employees~ and each of thea, with respect to activities
and services performed by CONSULT1.NT for or on behalf of CITY under
the provisions of this AqreeBent.
15.2 Certificates of such insurance~ preferably on the forms
provided. by CITY, shall be filed with CITY concurrently with the
execution of this Agreement or, with CITY's approval, within ten
£101 working days thereafter. Said certificates shall be subject
to the approval of the CITY Risk Manager and shall contain an
endorsement statinq that said insurance is primary coveraqe and
will not be cancelled or altered by the insurer except after filing
with the city Clerk thirty (30) days' prior written notice of such
cance.llation or alteratio-n., and that the City of Palo Alto is named
as an additional insured (except in polieies of Workers' Compensa
tion Insurance and of professional liability insu~ance). Current
certificates of such insurance shall be kept en tile at all times
during the term of this Agreement with the city Clerk.
~ON 16 -WORKERS' COMPENSATION
CONSULTANT, by e~ecuting this Agreement, c~rtifies that
it is a~are of the provisions of the Labor Code of the State of
california which require every employer to be in~ured against
liability for workers' compensation or to undertake self-insurance
in accorda~e with the provisions of that Code, and certifies that
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it "ill cOlllply .. lth such prOVl.S10nS before cOI!LllIencing the perform
ance. of the 'Work of this Agreement~
SECTION 17 -AUDITS
CONSULTANT agrees to pe:rn:it CITY to audi t, at any
reasonable time during: the term of this Agreement i!lnd for three (3)
ye.ars thereatter, CONSULTANT's records pertaining to matters
eover~ by this Agreement. CONSULTANT further agrees to mai~tain
such records for at least three {JJ years atter the term of this
Aqreement.
S'£CTJON 18 -AGREEMEN'T __ .eINDING
Tn€: terms, covenants .. and conditions of this Agreement
shall apply to, and shall bind. the heirs, successors.. executors,
administrators, assigns, and subccnt~actors of both p~rties.
SECTION 19 -NONASSIGNABILI'rY
19.1 PERSONAL SERVICES or CONSULTAb1l
Both parties hereto recognize that this Agreement is for
the personal services of CONSuLTANT ar.d cannot be transferred,
assigned or subcontracted by CONSULT~ without the prior ~ritten
consent of CITY.
19.2 SERVICES OF SV.ru::QtH2.QJo.'IAHT AND THEIR E'MpIPYEES
CONSULTANT shall be re.sponsible for employing or engaging
all persons nece.ssary to perform the services of CONSULTANT here
under~ No subconsultant of CONSULTANT will be recognized by CITY
as such; rather, all subconsultanrs are deemed to be employees of
CONSULTANT; and it agrees to b.g. responsible for their pp-rfcrmance.
CONSULTANT shall give its personal atteI.tion to the fulfillment of
the provisions of this Agreement by all of its employees and sub
consultants, if any, and shall keep the work under its control~ If
any employee or subconsultant of CON"SULTA."!T fails O~ refuses to
carry out the provisions of this Agreement or appears to be
incompetent or to act in a disorderly or imp~oper manner, he or she
shall be discharqed immediately from the york under this Agreement
on demand of CITY ~
SECTION ;;0 -RELIANCE UpoN PROFESSIOt.;i\J~3_KILL OF
CONSULTANT
It is mutually understood and agreed by and between the
parties I"'.ereto that CONSULTANT is skilled in tl"'~e profe.ssional
calling necessary to perfo~ the ~ork agreed to be done hereunder
and that CITY relies upon the skill of CONSULT~~ to do and perform
the York in the most skillful manner, and CONSULTANT agrees to thus
perform. the 'Work. The accepta.nce of CONSULTANT's ~ork by CITY does
not operate as a release of CONSULTA.."I'T trom said obligation.
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SEctION 21 -WAIVERS
The waiver by either party of any breach o~ violation of
any ten, covenant, .or-condition of this Aqreement or of any
pr.ovision, ordinance, or law shall not be deemed to be a waiver of
any other term, covenant, condition, ordinancG, o~ law or .of any
subsequent breach or violation of the sa.e or of any other term,
covenant, condition, ordinance l or law. The subsequent acceptance
by either party of any fee .or-other Money whiCh may become due
hereunder shall not be deemed to be a waiver ot any preceding
breach or violation by the other party of any term, covenant, or
condition of 'this Aqz:eement or of any applicable law or ordinance~
SECTION 22 -NO nrer.IEp WAMB
No payment, partial payment, acceptance, or partial
acceptance by CITY shall operate as a waiver en the part of CITY of
any ot its rights under this Aqree~ent.
SJCTION 23 -COSTS AND ATTOBllEYS' FEES
The pre.vailing party in any action brought to enforce the
terms of this Agreement or arisinq out of this Agreement lIlay
recover its reasonable costs and attorney fees expended in
connection with such an action froa the other party.
SECTIOH 24 -NONDISCRIMINATION; PENALTX
24.1 QUTY OF CONSULTANT
NO discrimination shall be 1!Iade In the employment of
pe~s~ns under this Aqre.ement because of the race, color, national
or~q1n~ ancestryl reliq10n or sex of such person. If the value of
this Agreement is, or may be, Five Thousand Dollars ($5 1 000) or
more~ CONSULTANT 4qrees to zeet all requirements of the Palo Alto
Municipal Code pertaining to nondiscz-iaination in employment and to
complete and submit the ·Compliance Report--Nondiscrimination
Provisions of city of Palo Alto Contracts· on the form furnished by
CITY.
CONSULTANT agrees that each aqreement for services from
independent providers shall contain a p~ovi5ion substantially as
follows:
·PROVIDER shall provide CONSULT~~ with a
certificate stating that he (or she) is currently in
compliance with all Federal and State ot California laws
covering nondiscrimination in employment ~ that he (or
sheJ will pursue an affirmatiVe course of action as
required. by the Affirmative Action Cuidelines of the City
of Palo Alto; and that he (or she) will not discriminate
in the employment of any person under this contract
because of race, color,. national origin, ancestry, sex or
religion of such person.-
11
--"'"
24.2 PENIr,LTX FOR prSCRIMU/ATION
If CONSULTANT is found. in violation of the nornliscrimina
ti~n provisions of the State ot California Fair Employment
Practices Act or similar provisions of federal law or executive
order in the performance of this Agreement, it shall thereby be
found in material :breach of this Agreem.E'.nt. Thereupon,. CITY' shall
have the power to cancel or suspend this Agreement, in whole or in
part, or to deduct from the amount payable to CONSULT~T the sum of
Twenty-Five Dollars {$25J for each person for each calendar day
during which such par SO" .... as discrimi!"lated against, as damages for
said breach of contract, or both. only a findinq of the state of
California Fair Employment Practices commission or the equivalent
federal agency or officer s~all constitute evidence of a violation
of contract under this section.
If" CONSULTANT is found in violation of the nondis
crimination provisio~s of this Agreement or the applicable
attirmative action guidelines pertaining to this Agreement,
CONSULTANT shall be found in material breach of this Aqreeme:nt~
The.reupon. CITY shall have the po ..... er to cancel or suspend this
Aqreement, in whole or in part, or to deduct from tt.e amount
payable to CONSULTANT the 5U~ of T~o Hundred Fifty Dollars ($250J
for each calendar day during which CONSULTA..~T is found to have been
in such noncompliance as damages for said breach ~f contract~ or
both.
SECTION 25 -ARBIT~
upon agreement of the parties an1 controversy or claim
arisinq out of or relating to this Aqreeme!'lt may be settled by
arbitration in accordance ~ith the Rules of the American Arbitra
tion Association, and judgment upon the a.".,arJ rendered by the
Arbitrators may be entered in ar:y court having jurisdicti·"J.n
thereof.
SECTION 26 -NOTICES
All notices hereunder shall be given in writing and
mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
250 Hamilton AVenue
Palo Alto~ CA 94303
To CONSULTk~: Attention of the PROJ£CT DIRECTOR
at the address cf CONSULTANT recited above
SECTION 27 -AL~CO\~NANTS ARE CONDITIONS
All provisions of this Aqr-eelller.t are e.xpressly made
conditions.
12
'II10212bck ~
TIIh dOCl.lMnt rapruents th_ entire and I.nt_lIz-ated
1l<J1·_t Ht1o'een CITY .. nd COIfStIUAIIT &n4 supenedu all priOl"
lIetoU.ti ...... repra..ntlotio..,., and ~eelMl1t •• either VZ"1.:zten f
.on1.
~lIb 4_nt uy b ... o.nd~ only loy .... I."t.n 1". ent,
B1gned loy lootll Cl'l'Y lone!. COIIStlliU!'T.
Uc;:rIOII 2' • GC'VDlfltfCj wr
'1'111.. A'ln .. ant shall to. qcwarned by the la"'. or the State
ot caUfornia.
J:JI WITIIESS IIImIIEO', til. p&rti .. "eret~ bave executed this
Agll"e ...... t th. dey an4 year fint above .... itten.
City Chrlo:
AssIstant city Attorney
APPROVE!),
Fift&nee Director
Directoz-ot ~i1c Works
kt:.uchaents:
IR01III Ali., CALlJWEl.l.. COJISt)U'AlI't$
BY:~@~D:!::""""~' ~-__
IU: ____ ~~~~~~~~~~I~~~\~
SXlIlBIT "It."
I&XI[IIU "I"
:rlIlIlIIT ·C·
SCOPE or _ • SCltEOIIt.E
COKPEIISA?IOII
USUUIIC¥
13
/. ..
..
TABlE OF CONTENTS
fXHlB.TA
SECTlON 1 BASIC SCOPE .••.•.....•...•.. 1
SECTION 2 PROJECT SCHEDUlE ....•...... 7
EXHIBITS COMPENSATION
EXHIBITC INSURANCE
..
EXHIBIT A
WASTEWATER RECLAMATION MASTER PLAN
SCOPE OF WORK
.~ ... -
-
SCOPE OF WORK
SECOON 1 -BASIC SCOPE
CONSULTANT SERVICES
The Consultant shall provide 8 CornpreMnsive tecMical, eco<>omic, and enwcnmerrtal
evaluation of recIaim9d water usa !or the areas serve1 by !he Palo Alto Regional Water
Ouarrty Control Plant (pARWOCP). The eveIuaIion shall 8$tab!ish the design aileria and
result in an impIemenIIItion plan !or a list ~ viable projects. The following tasks are the
basic scope 01 work for \his project and shalT be the responsibIlitie of !he Consultant.
Task j -Projed Administra!iQa
The Consuhanl shall provide administrative services whic!1 shall include:
1A AlIenO up ICJ five ccordinaliOn ~ with ci:y staff at key milestones
during the profecl
1 B. Provide project management, monitor and oontroI budget and SChedule,
prspers monIhIy progress reports and invOices with cost breakdOwns.
te. Asslst!he City with pubrlC reia!ions program, B!tend up 10 two meetings with
env!ronrnenta! and/o< ccmrnunity groups. Prepare appropriate visual aids
and handouts as directed and approved by !he project manager.
Ia3U -ertgOO'Jd !>x:tJmen!ation
Consuhanl shall perform the loIlowing research:
2A Describe the s1Ud)i area characleris!ics, emphasizing climate, SOIls,
lopOgraphy, geology, groundwater, water use, and demograpl1ics, on tile
basis 01 available information.
28. Describe existing wastewater treatment, water reclamation facilities, and
reclaimed water cI1arac!eristics, on the basis 01 available information.
2C. Descri:le prBllious and on-going reclaimed water projeCts, on the basis ~
available information.
20. Summarizaexlstingenvirom16OlaJandregulalofyrequifementsonreciaimed
water projects. DisCtJss potential changes 10 curren! California regulations.
1
,
. ,
"---.
Task 3 -Establish I,jst d V!I!b!e End:lJSers
The Consultant shalT perfOrm B feasibirrly study to 6\'aluate potential users and estabfosh
& list d viable users within !he RWOCP service area. The evaluation shall provide an in
SighlIO 1he environmental impact, water quafrly, quantity. and the demand charac!eristics
d r8daimed water at each viable end-use location. The IoIIow!ng approach shalT be the
minimum ellort 10 scree.~ out no.1-viable usaga.
3A. Identify potential reuse ca!egOOes. This win inC1ude, but is no! ~mited to,
landscape Inigation. Industrial =IIrog and precess wafer, groundwater
rechsrge, """structlon compaction and dust control, and vehicie washing.
3C. Meet with up 10 5 key potential l""'rs to identify their conoems and 10
determine !heir i1terest ., using reclaimed water. Contact up 10 20
acIcIitiOnaI potential users by telephone and leiter. Infoml users d the
benefits and consequences d the use d reclaimed .... 'afer.
3D. OeveIop, in conjunction with the City, programs for samp/iI1g and analysis
d (t) raw wastewater at varioos points in the coI1ecfion system, (2) I'inaI
efl!uenI, and (3) soils at potential irrigation sites. The sampling and analysis
wi be carried out by 1he City.
3E. Identify potentiai impacts 0( reclaimed water chemical quality.
3F. Identify potential mitigation measures for cI1emical quarrly ooncems.
00. Develop priority ~st for users based on the foI1ow'.~ criteria:
o reuse category
o annual demand
o proxim.~ 10 PARNOCP and other L'SefS
a interest
o ability d reclaimed water 10 meet cnemical quafrly requirements
Task 4 -PoliCy [)e:teloomeo!
Consu/IaI1I shaI idantify policy issues ~ need 10 be addressed during and tonowing the
master plan. Elements shall inC1ude:
2
o pricing policy
o cost criteria and associated funding approaches
o reiance on lIOIunlary Ys. mandala<y program
o roles and responsibilities aI participating entities; (1) PAROWCP. (2)
lItiities Department, (3) wa!er puNey(lIO within study area outskie aI
Palo Alto, and (4) the and user aI redaimed waler
The CoosuIIanI shall evatuats. identify. and develop \liable projects.
SA. For up 10 15 potentia! users. estabIIS/1 tile following;
o ReIevanI deSign data i1cIuding pipeline lengths and diameters.
po..rnplng station capadties and heads. stOf8ge capadties and
locations. and acfdiIionaj Irealmen! facilities. System optimization
shall be perfonned using KYP1PE computer modeling. Consultant
shall prov!de the City with a copy althe compuIer analysis on floppy
dsk(s) and in prfnIs.
o Water usage data including average demand. maximum IIow and
seasonal variations.
o Cluaity mi1iga!ion measures. modificalions and lor additional
_ facilities 1hat may be .-decI.
o FessibIe pipe routes.
o CepitaI, operation and ~ cost estimates. Compute life
cyde costs on an InlU81 cost and unit cost ( dollars per acre-fool )
basis.
58. Consullant shall evaluate the projectS on the basis aI cost and salacted
criteria, which may include InlU81 use ( potable wa!er saving ). inStiIu1ionaI
ease. regulatory compiianoe, IechnicaI complexity, user interest, c:onstruc
!ion impacts. and reuse caIegOI')'. PrcMde comparisons aI project un~
costs 10 !he general range aI projeded costs for new wa!er projects in !he
bay area
5C. Develop a prioritized ist aI recommended projec1s indudlng project staging
as appropriaIe.
SO. PrepaJe B tedY1ica1 memorandum summatizing !he findings regarding
3
irrigation of the Palo Mo Municipal Golf Course. Wappropriate, reoomrr.end
8 "last-track' implementation or the project.
I=!Le. -F!n!J!dog and Fuodjoo
SA. Identify options for ~nancing (obtainirlg upfront O1OI1sy lor construction) of
!he reoonvnended proJects. Potential financing mechanisms shall include
bonds, state loans, and loans from !he San Francisco Water Depar'JTlent
Recommend specific finandng medlanism and document the required
procedures.
68. Develop i1cremental opera~on and maintenance expenses and capital oosts
lor the reccmmended po aject and Identify optiOns lor lundirlg. Identify
recommended approach and OUIIlI'l8 steps needed 10 implement revenue
program.
SC. Discuss !he impact or lost potable water revenues, and identify the issues
associllled with implementing the reclaimed water projects in adjacent cities.
Task 7 -!moIsmert!a'Jon !'!an
7 A Recommend policy ~O!IS that !he City needs 10 make 10 implement the
reclamation program in !he study area, Le. !he PARWOCP service area.
78. Identify the steps needed to ir.-.plement !he financial plan and revenue
program.
7e. Identify Slaps needed to ensure !I1at !he users will be committed 10 using
reclaimed water.
70. Identify the predesign work or any special nvsstigations that may be
required.
7E. Identify steps needed to satisfy CaJijomia Environmental auarrty Ad. (CEQA)
r~remerns.
7F. Develop a SChedule for project impIementalion with key m,estones ootes.
These may inctude (1) compliance with CEQ .... (2) development or
necessary financial and oparating ag<eements among participatirlg entities,
(3) completion or user agreements, (4) detei1ed pipertr1e route investigation.
7G. Develop schedules and costs for project oonstrucIion.
4
•
",.
Task 8 -Repgr! Ptepara1jon
The Coosuftant shall prepare and submn two (2) copies 01 !he draft master pian report
lor City review. The master plan report shallloIlow the aItached ou!Iine AS proposed b'J
!he Consultant The Consultant shall inco<poraIe Clty's r8\llew comments and subm~ !he
IoI\ow!ng as shown on !he projeCt schedule:
o Thirty (30) copies 0I1he finallzed 50% report
o Tl11J1y (30) copies 01 !he finaI"!Zed 9O'lG .report
o Forty (40) oe>p{es <:J \he fuleI report
The 50% report shall be B complete report or the !inc:ings or tasks 2 and 3, and partial
wort< products or task 5. Priority shell be placed on {I} projectS that elChibit Slgt1i!icMt
benefits and requires irnmeda!e planning, and (2) all short-term projects. The CorISiIlIanI
shall coordinate with 1he City projeCt manager fa< the p'ioi itiza!io". For projecIs nduded
in this report, provide budgetary design and construc!ion cost information.
The 90% report shall be !he complele end product 01 the study. The final report shall
incorporsle or address all or !he Cily's review comments. The ConsuI!anI shall prepare
one (1) presen!a!ion or the finaf master pial r9pOf11O !he City, puIlrlC oIIiciaIs, and \he
general p'.lbIic as directed by the City project manager. City shall schedule this
PI ese: Italian 10 take ~ within two months 01 receipt or the final report.
5
•
1.
T4lNc: !-L
s.m...uy
:IiIicC_ -...
Oco!o_~
iIcopo ." PIc
2.. B. , B 'latormalioa
!lDdyAJa~
W_ SysI=o(.)
W........,.. 51"=
_ "'" CumooI: ..... S<udics =! Proj<cts
1. _~
't-.daI !lAse c.qan..
_J"!"i .
Qotli'T ~ oaI Vmprim M_
Idrntificeriea of PoIm.tial F~ hua-Sites
-... ofRou. so.
•. ~ of_Po&y
~ I'orl'olioy 1'_ s-a or I'oIici.ts
l'oIioy ...",.,
...... c:aopilo
F~
~ ... -.Poky' tr
$. 0..... 01_
. -oIl'1maia1
Dosip C:ikria
c..t~
Oae iptioaa of AltrImati\'eli
u)'OUb
Sc!>oxWi"
Dooip 0...
CoolE-...
CoJIilalC-
~ """ve eo...
Tob! k:IuaI Cool _ UaiJ Cost C-per acro-ft)
5. _of_
CaoUBeaelit ADa/]'sis
Sdocti= .r M. :=-dod Pnop..a
,~ J ., Propm
~1'Mpaa
SlIp r l'n>jecI
bp' nri.... SlIp:
•. 1" ......... A.!pedI
n.-w PIaA
........ i'n>&r=
Coct-tbarml Art, ..
SECTION 2 -PROJECT SCHEDUlE
7
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E ~ ,~e; 'II Ih • ! !! ~ ~ n.l ::;
! ~ II!.
_4 ;:
. ~ .. -
EXHIBIT B
CO/IP ENSAT I O!1
Compensation foC' scr-vices provided under tnis .l!,gr:eement shall be
based on tiMe-rel~ted c~arg~3, plus direct expenses a~ descrjbed in
this exhibit. The time-related charges include salary-related
charges (salary rates plus fringe benefits), plus overhead and
profit ..
I. Sfl.LARY-RELA'i'ED CiiARGES
Salary-related charges are hourly salary rates plus
benefits. Salary related charges shall be the total hours
on Project by each employee. multiplied by employec's hO'.lrly
rate, multiplted by a fringe-benefit factor of 1.40.
tL O'v"ERHEAD AND PROFIT
fringe
'Worked
salary
Overhead includes general and administrative costs not identifiable
as directly al1ocC!ble to indi ... 1~llal projects. Profit includes
state and federal income taxes, plus profit. Overhead and profit
shall be salary-related charges J!lultipl!ed by a factor of 2.34.
iII. DIR£CT EXPENSES
Direct expenses are charges, other than those included in time
related charges,. incurred directly for Project. Direct expenses
incurred by Engineer shall be billed at actual purchase price plus
a service charge of 10 percent. S,-,ocontracted services sl'1all ~
billed at cost plus a service charge of 15 percent. Direct
expenses include, hut are not limited to:
1. Services a,'lo equipment use directly applicable to Project
such as special accounting services, computer and
electrc:-;-;ic data processing,. field testing,. ar.d laboratory
analysis.
2. ReproductIon services direct 11'-aWlicable to Project such
:!:3 t"eprooucing drawings,. 'photoco~ying, p['inting,. and
binding.
9.
Exhibit B
February 6" 1991
Page 1 of 2
•
3~ Cotr~unication se~vices dicectly applicabl~ to Proje~t such
as telephone, telecopy, telegra~h, cable, express delivery,
and JK'5tt!l';:1e~
,. Subcontracted services directly applicable to, Project.
5~ tivi~ and traveling e:xpel1ses of employees ""hen away from
heme office on business directly applicable to Project~
6. Automobile mileage dlrectly app.licable to Project at
26 cents per mile~
IV. PAYKENT SCHEDULE
Payments for Consultant service6 shall be rrY.)r.thly, on a ti~e and
materials basis .. as deacribed above. E-ovever .. i!"! no event shall
the cumlJlative paymE'nt for Basic Services exceed the following
maximum percent of the maximum amount for Basic Se~vice5 set forth
in p8ragr~ph 6~1.1 of the Agreement.
Deliverable ~cceived
Finalized 50 Percent Report
Finalized 90 Percent Report
Final Rep..ort
10.
Percent of total fee
SSt Il'iaximum
eSt; fl'Iaximum
~o, m.!lximum
Exhibit e
Februarv 6, 1991
Page 2 of 2
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EXHIBIT C
CHy of Pafo AIIo
rnsurance Requlremet1b for Contractors
•
CC<I"TRAC1OR$lO THe CITY OF PAlO AIJO. J(! THEIR SOlE EXP£HSE. SHALl. 08I)UH ANt> ~ IHSUIW<C'E ~ rME TERM
OF1HE CQN'T'qICT. CQNTAACJORS WIll Be: REQUIRED 10 PR(.'Ir.DE,,~ fV10ENCaNG TJ.t( INSURANCE.AND "tAMING
THE CI1Y AS AN ADO<TlONAl .-.suREO.
THe CERI1ACnE OF r<SUAANCE MUST BE COW'LETElNID EXa:l/T'EI) lI'I ... AUT><ORIZED ~ OF _ COMPANY
PIOIIOING IN~CE. FII.El) WITH THE CITY. ANO APPROVE> BY TIE CiTYS _ ~ I!EFOAE THE CONTfIACT WIU.
'"' CONSIDERED COUPlETE AS RESPECTS INSlJRAI<Ce.
THIS INST'RUCTION SHEET SHOOUl9E GIVEN ro 'lOUR I'ISU1WQ: AGEKT18AC)KEJ'I WI'Il< 111E "EOUIREO CER11FlCATE FORM.
RET1JRN THe COMPI.ETED ~ 10 THE CITY OF ...... O AI.lQ co.,.TI,,,cr.,, .. ~~
11<1 iNSUIWICE COVERAGES CHECKm _ ... ~ POI! THIS CO!ITAACI:
CO-"IIMIlW ~ I,.IMIUT'Y ~ IOOI'L." IfU.IR't'
.1'£RSiOtW.~ ~~ .~~~~ ~---------------.--------~-------.--------~------, . """""" ~
• AA£ ~ IJII\Alrt'
......
A.. The CitJ r1 ~ AitD, b;~ ~ and ~p\o\"'eft. Ml!'\lll!'Md. IS ~;!'IS .. ,.ct but 0fI1) as ta oIIQr" ~ ~ r::or'Itf.:t. kid ~
.. 'lD Ihe City gI?UI AIm,. __ , all&!! be ~ry COWI.-.g.. wi'tnaI.rt rJ!MI ~ Cit¥"s .r.sl~ ~stl ... nce ~ .any DIfW ~ catri'Id ~ 'tN cay
bfiin; -=-ir"IIIUfanc» ~
a ___ hllllClrit itwdYa ~"i. pam;. acavaIfng.1A"i1li1'lg. at CIIIW~ IWIf't. tho! poIi~ incluCl' ~ d ...... c:onct.b. ~ Iqi,,:s..
01' ott.. ........ pRIPIf1)".<It a:tr ~ iCI C),u,ediol'l It\IIre'IIIriIt beiooIr Iht ~ gI ttJ4i ground wheel .. Q'M'O.a:=.y tt*'d ~ of 0. C4¥ aI Pa AliI:!
c.Wtwt;_ ...... ~~coIap$e~lt~m .. ~~
a. n. PI*J ird.Jdea •• '~ d tnIIIrUr"" ~
IE. o-t $ IMI'S5.OO:l.OOCi !IIU$I 1M> ~ .. 4 .. ~ 1eI~.
F. IIIIUO pcIcieI .. c:anceIed Of ~ during !tie ~ or <:IMJap;ll III*d IweIn ill u:tI .. r'I'~ P 10 IfIId: IN c..tIIcIM. '*'r (3DI ~
__ ItIICIca will bII mded ta h Ctly d ~ AIIIa., AiIIk ......,. P.Cl lOll 10250. PB Mo.. ~ 94303-
G.. The IWIiaIr ~ policy inc:Iuche a COt"IITadI.al IIDtilY II ...... ~ ~ ~ let ~., ........ _ ~ li'iio Clly
H. 1'N ~ I!IfrDrded under .,. poIci.-iI. subjIct II> IIA INo 110M _ b ~ ct.Igna.d .... " 1M mHI3 ... h ~ ... III '*""-