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HomeMy WebLinkAbout0122.093January l4, 1993 THE HONORABLE CITY COUNCIL Palo Alto, Cali~ornia 2 Engineering Cons;.;lting Services for an Electrical pistribution Systp study Members of the Council: Report in Brief This staf~ report recommends that the City Council approve and authorize the Mayor to execute a contract in the amount of $55,708 with Power Engineers, Inc., to provide profeSSional engineering consultinq services in an electrical distribution system study. In addi t.ien, staff recommends that the Council authorize the City Manager or her designee to negotiate and exet:~te one oz more chanqe orders to this agreement during the project~ The total allocation of funds for these change orders sball not exceed $8,350. Funds were approved and are available in the Utilities Engineering and Capital Improvement ~udgets for FY 1992-93. Bac}cgrourn! This study ~ill analyze the electrical distritution syst~m in Palo Alto. A previous study ... as completed in 1990 by SAT El'lgineers (reterence:CMR:578:9). In that study, the consultant's main task was to build a data base of Palo Alto's electrical distri.bution system on a software packaqe named PSSjU. The study primarily focused on the city's 60kv sUbtransmission system. Results of that study prompted staff to recommend postponement of a major project to install an additional 60kV suhtransmission cable. In the new study, the consultant will verify and improve the accuracy of the data base and look more closely at the entire distribution system including 12kV and. 4kV circuits. Results from this study wil] help CXR:122:U • staff plan future projects to focus on eliminating proble~5 or. the distribution system and to improve overall reliability. The consultant will use the PSS/U software to co~duct load flow and fault cUI"t'"el't studies. These 10ao. floli s.tudies wi 11 inform the s~aff of any overloaded cables under normal load. If a cdble is overioaded, improvements need to bl:: made to ~nsure adeqiJ.a.te cable capaci ty tor every customer-. Thf! fault cU%'"l'"ent studies W'ill be used to set ground fault protection relays. These protection relays protect substation equipment from damage during a fault by tripping the circuit breaker. The consultant will investigate alternate sclutions to the line o·.rerloading that occurs durL",q single and double 60kV line outages. The consultant will also assess line overloading, remedial actions necessary or possible to alleviate the overloading, the relative probability of the outage occurrenc~, the relative time to restore, and the relative number of customers and the amount of load impacted by the outages. This assessment 'Will be done for the current peak load, and 10 percent and 20 percent increases in system loading. This assessment will give the staff additional support in planning major projects. Presently, the staff has some specific improvements in ~ind to improv~ system reliability; and the consultant will investigate and offer recommendations for these improvements. From these reco~endations, the staff will decide Which improvements should be done to impr~ve system reliability. The consultant 'Will also investiqate the sufficiency of ties between feeders which &llow trans~errinq load from one s~station to another. Usinq the PSS/U software, the consultant 'Will investig~te the feasibility of transferrinq 12kV load from the Hansen Way Substation to the Park Bouleva~d Substation ana from the Hanover Substation to the Maybell station. Hanover and Hansen Way ar-e heavily loaded, yet Park Boulevard and Maybell ha'\~e available capacity. This study will in\~estiqate 'Whether tl1e additional ties are needed at the present time to increase syst~m reliability. ~~ulta~t Selection Process The. standard consultant selection process was employed. This proj ect 'Was not identified by the Finance Cimmi ttee for further review. A ~equest for Proposals was sent to several engineering consulting firt!l.s known to provide the types of services needed. Proposals were received from Black' Veatch; PO~'er Engineers, Inc. ~ Power Technol09ie$, Inc.~ SAl Engineers, Inc.; and ¥EI Engineers, Inc. The proposals had slight variations in cost and scope of services offered. Power Engineers, Inc~ was chosen because they had ~ complete submittal meeting our specifications and were the CKll.122. U .' ~. ~ ~ , ~ :: , :1 "l. w ~ lowest bidder. Two positive references .. ere received from the City of Ala!ll.eda and the City of Lodi with respect to Power Enqineers past per-formatlce. The er..gineerTs est-imate was $60,000. Rep9JP1"endatioo staff recommends that Council: L Approve and authorize the Mayor-to execute the attached contract ~ith Power Engineers, Inc. in the amount of $55,108 for professional engineerin9 consulting services for an electrical distribution syste~ study; and 2. Authorize the city Hanaqer or her designee to negotiate and execute one or more change ord~rs to the contract with Power Engineers, Inc., the total value of all such change orders shall not exceed $8,350. Respectfully submitte~# \Y\\D~~i~ MICHAEL D. BEANLAND Electric!l Engineering Manager ~-t-~ RICHARD L. youNi{ (J Director of utilities A~~ ~~=er Attachments: Contract Bid Sheet Related CMR: CKR:578:9 CJUt: 122: U ( < .. i Ye, Yes j ----- Yes Ye' Yes Ye, , / ~d~~_EEMEN'>: PRO!'ESSIONAL ENGINEERING CONSULl'ANT SBRVICES BY AND BB'l'WBEN 'I'I!E CITY OF PALO ALTO AND POWER D(lINEDS, INC, FOR AN ELECTtI.ICAL DISTRIBUTION SYSTEMS STUDY THIS AGREEMENT is made and entered into this ______ day of ==;-:-=.,._==' 1992, by an.d 'between the CITY OF PALO ALTO, a muniCipal corporation of California, hereinafter referred to a$ :reITY, I and POWER ENGllo"EERS 1 INC. ~Taxpayer Identification NQ. 62-0324246). an Idaho corporation, with offices at 3940 Glenbrook Drive, Hailey. ID 83333 1 hereinafter referI:ed to as "CONSULTM"T"; WIT N E __ ~_~ E T B: WHEREAS, CITY desires certai~ professional services hereinafter described; and WHEREAS. CITY desires to engage CONS{'LTANT to provide these services by reason of its qualifications and experie~ce for performing such services .. and CONSULTANT has offered to provide the required services on the terms and in the manner set forth hereini NOW, THERBFORE~ in conSideration cf their mutual covenants, the parties hereto agree as follOWS: SECTION 1 -DEFINITIONS 1,1 CITY The term "City~ as used in this Agreement shall mean and include all the territory lying within the municipal boundaries of the City of Palo Alto, California, as presently existing~ plus all territory which may be added thereto durir.g the term of this Agreement by a~J1exation or otherwise. 1 • 2 k:I: __ Ti MANAGER The term "City Manager-shall mean the duly appointed City Manager of the City of Palo Alto, California, or his designated representative. 1.3 CI1Y ATTORNEY 'Ihe term "City Attorney" shall mean the duly appointed City Attorney of the City of palo Alto, California, or his designated representative. 'l'he term "Ci ty Clerk" shall mean the duly appOinted City Clerk of the City of Palo Alto, Califo.rnia, or her designated representative. 1 • ~ .. -; . / ,. 1.5 RISK MANAGER The term "Risk Manager" shall mea.n the d~lly appointed Risk Manager of the City of palo Alto, California, or' his desigr..Cl.t­ ed representative4 1.6 !,p.~ The term ·Project'll means the work described in Exhibit -A' entitled "Scope of project.-attache;j hereto and made a part hereof. SECTION 2 • PROJEQr COORDDIATIQ!! 2.1 CITY The City Manager shall be repr.esentative of CITY for all purposes under this Agreement. MICHAEL D. BEANLAND is designated as the PROJECT MANAGER for the City Manager I and he shall supervise the progress and execution of this Agreement, ar:d shoal1 be assisted by Sam Zuccaro, PROJECT DIRECTOR. 2.2 CONSULTANT CONSULTM"'!' shall assign a single PP,OJECT DIRECTOR to hav!? overall responsibility for the progress and execution of this Agreement for CONSULTANT. JOHN McGREW hereby is designated as the PROJECT DIRECTOR for CONSULTANT. RON BRAZER shall be aSSigned as PROv~CT COORDINATOR for CONSULTANT and shall represent CCNStJLTM'T during the day-to-day work on the Project. Sho~ld circ~tances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR or PROJECT COORDINATOR for any reason the PRo...T:3C"!' DIRECTOR or PROJECT COORDINATOR designee silall be subject to the prior written approval of the PROJECT ENGINEER. SECTION 3 ·~PE J:)LpROJEC'r The scope of the Project to be executed by CO~iSULTANT under the phases of the Basic Services described in Section 4.1 of this Agreement is as described in Exhibit -A·, ~Scope of Project-, attached hereto and Inade a part hereof. The Project Approach shall be a,s set forth in Part I of CONSULTANT's proposal I incorporated herein by reference. SECTIOJL.Ju -DUTrES OF CONSULTIJIT. 4.1 BASIC SERVl_C:_J;~ Unless otherwise indicated, CONSULTft.NT shall perform each task and accomplish each objective described in Exhibit "A," "Scope of Proj ect. • CQNSt.'LTANT's Basic S~rvice5 shall be f .;.rnished as described in Exhibit "A" and Part II i'lork Plan of CONSULT1.NT's proposal, incorporated herein by reference. 2 • , I r " I )' ~ 4.2 ADPITIONA1.~ SFRV:tC..¥§. CQ..'lSULTANT shall perform or obtain any and all of the following additional services, not included under Basi~ S~rvices, if 60 authorized in writing by CITY, and shall be paid as provlded in ~ectioD 6 of this AyreernGnt: 4.2.1 Incurring travel and subsistence expenses for CONSULTANT and his staff beyond those norma.lly required under Basic Ser...-ices. 4.:2.:2 Perfonning any other agreed upon by the parties subsequent to Agreement. 4.3 ~RAT, DUTIES OF CONSULTANT services that tray he the exec'lltio!1 of this 4.3.1 CONSUL'rANT represents that it is qualified to furnish the services described under this Agreement. CONSULTANT further declares that one or more members or employees of his firm and tha~ of its subco~6ultants. if any, are licensed by the State of California to perform their services I as may be required by california law, and that these services will be performed by them or under their supervision. CON8ULTANT shall furnish to CITY for approval J pr:ior to execution of this Agreement~ a list of all firI!'l::3 or corporations to be employed as subconsultants. 4.3.2 CONSULTANT states that it is aware of the requiremen':s of the Americans with Disabilities Act' of 1990, the Government:. Code and the Healt.h and Safety Code of the State of California relating to access to public buildings and accommoda­ tions for persens -with disabilities~ and ,relating to facilities for persOIls with disabilities. CONSULTANT shall comply with 5-.:Jch provisions in carrying out the terms of this Agreement+ 4.3.3 CONSULT~~ shall furnish CITY with every reasonable opportunity for CITY to as.certain that the services of CONStTLTANT are being performed ir. accordance with the requir~~ents and intentions of this Agreement. SBCTION ,5 -DUTIES mQL..cr.D: 5.1 CITY shall provide full information regarding its requirements for the Project. S.2 CITY shall examit'..e documents submitted by CONSULTANT and shall render decisions pertaining thereto promp-tly, to avoid unreasonable delay in the progress of CONSULTANTrs work. 5.3 CITY shall furni_sh all such information as one jn CITY~s: files or are at its disposal, as listed in Exhibit ·A~. 3 5.4 If CITY obse['\l'es or otherwise becomes aware of any fault or defect in the Project or nonconformance \rIith the contract documents~ CITY shall give prompt wr,itten notice therE'ot: to CONSUL TiUIT • 5.5 CITY shall furnish information req-..lired by CONSULTAN'1' as expeditiouBly as possibJ.e. SECTION 6 -PAYMENT Payment shall be. made by CITY only for services rendered and upon submission in triplicate of monthly progress paYJ1tsnt. re­ quests. Each 5.nvoice shall be itemized as to the type of payment described in this section. 6.1 CONSULTANT'S FEE" In consideratic~ for the full performance of the Basic Services described in Section 4.1 of this Agreement, CITY agrees to pay CONSULTANT a fee not to exceed $55,708.00 for the 8tudy. The amount of CONSULTANT's compensation shall be calculated as set . forth in Exhibit ·E·, Standard Fee Schedule l attached hereto~ on a time and materials basis. up to the maximum amount set forth in this paragraph 6.~~ 6 .1.1 ~consultants. Fees for subconsultant.s. hired directly by CONSULTANT. shall be approved by CITY in advance of incurring such fees. 6.1.:2 Calculation of ~Gt Personnel E:XD""!1:§..§:. Direct personnel expense of employees Engaged on the Project by CONSULTANT includes the work of architects, engineers, designers, job captains~ draftspersons, specification writers and typists~ in cons~ltation. research and design, in producing drawings. specifi­ cations and other documents pertaining to the Proj ect~ and i4 services during constructien at the site. Included in the cost of direct personnel expense of these employees are salaries Cind mandatory and customary benefits such as statutory employee benefits, in$urance, sick leave, holidays and vacat~ons, pensions and 8iw~lar benefits. 6 . 2 PAYMENT S CHlIDULll 6.2.1 For Basic $ .. eJ~"Vi~§. Payments for .Basic Services shall be made in monthly progress payments in proportion to serv'ices performed each month in a.:cordance with Bxhibit "B". Final payment shall be made by CITY after~CONSULTAN1' has subffiitted all required reports Bod received approval thereon. 6.2.2 .P,~ .. yment Upon Suspension 0:[. .Abandonment of Project. If the Project is suspended for more than three (3) months or abandoned in w~oJ.e cr in part. CONSm,'I'A..'".,r:[' shall be paid its compensation for services performed prior to rEceipt of written 4 • • I '~ • notice from CITY of such suspension or abandonment, together with additional and reiIfl..bursable €.A."pens2-s ·then due. If the ·Project is res'I.lr.led after being suspe!1ded for more than one t~~ndred twenty (1:20) days, any change in CON'SULTAN'l', s compensation Ehall be subject to reuegotiatjon and, if necessary, approval by the Palo Alto City Council. If this Agreement is s'J.spended or terminated far fau!t of CONSULTANT, CITY shall be ()bligated to compensate CONSULTM"T only for that portion of CONSULTAlIT'S services ..... !"lich are of benefit to CITY. SEcrroN 7 ~QGRESS AN1LmMPLETIQN 7.1 TIME IS OF ~_ ESSENCE It is understood and agreed that time is of the essence of thie: Agreement. and that, follow-i!lg receipt of Notice to Proceed, CONSULTANT shall commence work on initial tasks of work in accordance with the time sched.ule. Work on subsequ€nt tasks shall proceed in accordance with said time SchEdule. 7 _ 2 TIM!!: OF CO"l'LETION OF EACH PHbSii; CONSUIITANT agrees to perform the study by March 31, 1993, p=ovided, however, that any change in the scope of services or other changes due to CITY's operating requirements, or in connec­ tion with other cor.tractors or consultants operations, may re~~ire a revised time table. 7. 3 ~_l_TY' S REVIEW M'n _~PROVAL During each task of work. there my be a review and approval period by CITY _ The CITY will exercise reasonable diligence to review these tasks; however: it is recognized that the interrelated exchange of intorma~ion in the CITY w4kes it impossi­ ble to set a specific time Echedule. Nonnally, the CITY' 8 estimated period of reviev and approval will be furnishe·j to CONSULTAN'l' at the time of submission of each task of work, as required. In the event the services called tor under this A.greerr,ent are not completed by CONSULTANT wi thin' the time specified, crTY shall have the option to extend the time of completion. This para­ graph does not. preclude the recove:cy of damages for delay of either party_ ~E;.QTIQN €I -CHA.N·G~_S IN WORK CITY may order major changes in scope ~r ch~racter of work, either decreasing or increasi.ng the amcunt of CONSULTAN'T's services. In the event that such changes are ordered, CONSULTANT shall be entitled to full compensatiofi for all work performed prior t~ receipt of notice of change. I!1creas~d cQrnpensation for major changes shall be determino:d in accordance with Section 6 of the 5 -y: . - -. Agreement, hue iu no event shall CITY be liable for payment unless the amount of such extra compensation shall fir~t r.ave been agreed to in writing by CITY. In the event that major changes are ordered pursuant to thiB'section, the schedule for progress and corepletion in Section 7 of this Agreement and compensatior: shall be adjusted by negotia­ tion. between CONSm...TANT ar.d CITY. subject to approval, if neces~ary by the Palo Alto City Council. SECTION 9 • TERMnlA'I'I9N OR SUSPENSION OF AGReEMENT 9.1 CANCELLATION BY CONS1T~TANT CCNSULTANT may terminate this Agreement or suspend work on the Project upon thirty (30) days' written notice to CITY, but only in the event of substantial failu~e of performance by CITY or in the event CITY abandons or indefinitely postpones the Project. 9.2 CANCELlATION ey CITY Without limitation t.o suct. rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminat.e this Agreement or Buspend work on the Project for any reason r upon fifteen (lS) days' writ~en notice to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of service specified in Section 4 of this Agreement':.. CONStJLTANT agrees to cease all work under this Agreement upon receipt of said written notice. 9.3 In the event of termination of this Agreement or suspension of work: on the Project by either CITY or CONSULTAJ.Vr, CONSULTANT shall receive c~~ensation as follows! 9.3.1 For approved items of service under Section 4 of this Agreement. compensation shall be in the amount outlined under Section 6 of this Agreement for the items of service fully performed by CCNSw~TANT. 9.3.2 For iterr .... ~ of se~ice on 'Which a "notice to proceed has been issued by CITY, but which have not been fully completed and approved, CONSULT~~ shall be compensated for said service in an amount which bears the same ratio to the total fee otherwise paydble for tbe performance of said service as the service actually rendered bears to the total service necessary for the full performance of said item of service~ 9.3.3 In no event shall the total compensation paid in the immediately preceding paragraphs exceed the payment specified in Section 6 for the respec~ive it~~s of service to be furnished by CONSULTMlJ.~. 6 , f' 9.3.4 Not .... ·ithstanding anything ~n the preceding para- graphs, upon ter.nination for fault of CONSULT.!JIT, C'7Tt shall be obligated to pay fer only that portion of the service.which C~~ be incorporated in the Project. 9.4 lliITIES OF CITY AND CONSULTANT Upon termination of this Agreement C~ suspeDsion of work on the Project by either CITY or CONSt~T~jl~ all duties of CITY and CONSULTANT, as set forth in Sections 4 ;md 5 hereinabove. shall te~nate. SEC:TION lO -CONSUI.TANT· S AC'.CQUNIING RECORI:l_~ Records proj ect shall be accounting basis convenient times: of the following expenses pertaining to the kept b~· CONSULTANT on a generally recognized and shall be available to CITY at mut'Llally 10.1 Direct personnel expenses, including consul tant expenses. {See Section 5 of this Ag"reement. J 10.2 Rxpenses -pertaining to Artditional Se:rvices. {SE:E: Section 6 of t~.is Agreement ~) SEO'Io..'l lL-: OWNERSHIP OF DOCQMENTS :11.1 Subject to the provisions of Paragraph 11.2 below, the original draw~ngs, maps, plans~ d€signs, records of survey, work data, specifications, and other documents prepared by CONSULTANT i.n the performance 0::: this AgI-eement, a1though instruments of professional servic~, are and shall be the property of CITY. 11.2 Upon termination under Section 9 of this Agreement and upon CITY's payment of th€ amount required to be paid u~der same section, the originals and all drawings, calculations, speclfic~­ tions and similar c.ocuments become the property of CITY, aDd CONSULTANT shall transfer them to CITY upon request without additional cornp€!1sation. CITY sha.ll have the right to utilize any completed or uncompleted drawings I estimat~s, specifications, and other documents prepared hareunder by CON8ULTA."ITi however, crn shall indemnify CONSULTANT against any loss which may b~_ caused to CONSULTANT by such use and reuse. SECTIO..Nm.1):mn-INTEREST OF CONSULTM7_1n CONSUI.'TANT l@EPEN­ DENT OF CITY In accepting this Agreement, CONS1.}"LTANT covenants that it presently has no interest, and shall not acquire any int.erest, direct or indirect, finan;::ial or otherwise, which would cOI.l.flict in any manner or degree with the performance of the services here­ under. CONSULTANT further covenants that, in the pel:Torm-3..nce of this Agreement, no subCuntractor or person having ~]1Jch an interest shall be employed. CONSUllTAN'T certifies that no one who has or 7 .... ~ c.:iWb.l ~alo Alto Insurance Requlremenfs for Contractors CmITRAC'1'OR CONTRACT CO-OAOINATOR CONTRACT DESCRIPTION 1 :;ONTR.ACTORS 10 iHt: CITY OF PALO ALTO. IV THErA SOlE EXPENSE, SHALL OBTAIN AND WcAlNTAIN :NSURt\NCE fOF1 'THE TEAM 1 )F THE CONTRACT. CON~RS WILL BE RE9UiA.ED TO PROVIDE A CERTlFtCATE EVlOEr.,[CING T~ INSliRANCf" AND NAMING tiE CITf AS "'~ AOOmoNAC INSURED, 'HE CERTlFJCo1.TE OF INSURANCE MUST a E COMPlElED MW EXEClJiED BY A1\, AUTHOR IZED REPRESENTATI VE OF rFE C:OMPP.NY 'RQY!OING INSURANCE, FILED WlTH TKE C~ AND APPROVED BY THE CITr"S FHSK M,o..NAG!::.R BEFORE THE CONTRACT W:U )E CONSIDERED COMPLETE AS RESPECfS INSURANCE HIS I"JSTAUCTION SHEET SHOULD BE GNEN TO YOUR INSuRANCEAGENTi8ROKER V','ITr1 THE REQUIReD CERTIFICATE FORM :ETUAN THE COIYPLETED CEFITWlCATE TO iKE CITY OF PALO ALT0 CONTRACTING DEPARTMENT. THE INSURANCE COVERAGES CHECKED FlHOW ARE REQUIRED FOR TH!S CDfHAACT. 1 TY"EOFC~E '[ [! 1. CJ:)""~G£l(ERA{..u .... eu.m INC~i~G: ....... 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I', fr V';:I:;'/ 'I" c'IJdes desl'IJc\,on o! ,..;r('$, C S'n~v'I~, "-'I,,e!, r:':~;ns, :>r olh .. , Similar property el'.any a~pMa!u~ in Cdll r'leclJOrl 1J'.r~r"'will' ~'liow II'€' '5" ..1"C e 0; !" eo grc-un d '/O'lle~~er C''' ,,!."c tly !i'wd partlf's or !he CIT) 01 Pa'" "rr~, "lr1e~a the 't'I'CI'k imolV&S Ixr:a ... a~:ng. tOn",pse co',reragu [s prc:n.':ce-J m 11,1:' ar'.OI.r". ~bo'o'!! -he polky I"cludu-!I a "Se~er..bir~l)' of b!el"Gsf' prD'.'ision , .. d-JoCtihl():s 0 ..... 1 SS,QOO.,@ mu~j b'!llno>c:a:eo ar.o are-$,-,bi<jo<,.~ ~ "'PPIa-'a! , s",ch p<J~,re$ are car.~ or ,Cr"lrlgl.ld dur;~lg 1111:0 p(!r,,~cl of ~~',19E' as :sI.o~€'Gq',e-re;n m S~(~, ar'·,;m~er as to gf1E'::1 Ij::::; CerMcale, 1~l;rl'l (:11)) dOl','s mtt8f1 notiCE wFJI be rna.1e-d 10 ti;e CII)' oj F'af<J Alto, R,'~', Mi)rla~';', PD, 6,~~ 1{i2'5:J, FiOl" ,jI':~(,', Cal.rorni~ 9·iJ.~'3 r.i!' !labl;,\y In:Slf1 .. '''~e pc~cy illcTude-s a cen: ra.:lual riahili1;,' ,;-,,0'';;'1i'''" r-n: pra. ',d'rlS! ir ~'~'a .. k!." r. [),e"age k r ,"-"£'3C: ~r"s a ,rtHtr !':'11 10 irldtm;'1d,lhoe GI1;,' ~e C!7'\f<!!'IIrJiI all:uded IinAer t1,'l ~ji'ie-s.rs I15tJ~'Jlltj \0 aP thQ U""". 0: e'e p,":;c;",~ C<l';l1~a'~d' ,",e'e,,' .a.,:;' 1""«\$ a:' Ine .. ro'.' :i."'lOS carl"j !,.' l1HlOUi.~. -.. - , · ". _: __ '..-.--;.c-~",~, '-_ will have any financial interest under this Agre~~ent is an officer or employee of CITY. It i.e expressly agreed tha t in the p€rfoz:ma..nce of the professional seIVices required unde:-this Agreement CONSULTANT. and any ot its subconsultants or employees, shall at all times be con­ sider~d independent contractors and not agents or employees of CITY. SECTION ~-.91iTSIDE CCNSULTANTS CO!;S~I.J.'l'ANT shall be responsible for employing all outside consultants (subconsultarlts) necessary to aid CONSULTA. .... "T in the performance of th~ services listed in Section 4 of t~ie Agreement; provided, however, that all such subconsultar.ts shall receive prior approval of CITY in writing and shall r~~in acceptable to C!TY during the ter.m of this Agreement. CONSULTANT agrees to ind~~ify~ defend and hold harmless CITY, its officers, agents and employees fram any and all demands, claima, or liability of any nature, including d-=ath or injury to any person, property damage or any other loss, cacsed by or arising out of CONSULTANT's, its officers'. agents', st,,;..bcont:.I:actors' or employees' negligent acts, errors, or omissions, or willful ~sconduc~, or conduct for which the law imposes strict liability on CONSULTANT in the performance or failure to perform this Agreement. ~ION 15 -INSURN!C&; 15.1 LIABILITY INSURANCE 15.1.1 CONS'JLTANT. at its sole cost. and expense, shall obtain and maintain" in full force and effect thro·J.ghout the entire term of this Agreement. the insurance coverage .:iescLil::.ed in Ex.,ibit IOcr, attached h-=-reto, insuring not only CONSULTAN']' and its subcontractors, if any, but also, with the exception of wo~kers' compensation and emplorer's liability insura:l.ce, CITY, its officers, age.nts and employees, and each of them, ",ith respect to activities and service8 performed by CONStJI,TANT for or on behalf of CITY under the provisions of this 1>.greernent.. . 15.1.2 Certificates of such insurance, preferably on the fO~2 provided by CITY, shall be filed with CITY concurrently with the E'X;;cutiOD of this Agreement or. wi th CI'Fi" s approval, within ten (10) working days theIeafter. Said certificates shall be subject to the approval of the CITY Risk Manager and shall contain an endorsement stating that said insllrance is primary coverage 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 cancellat.ion or 0.1 te.r:-ation r a!1Q that tr.e Ci ty of Palo Alto is named as an additional insured (except in poliCies of professional liability insurance). Cur-rent certificates of such 8 insur~~ce shall be kept O~ file at ~ll times during th~ term of this Agreement with the City Clerk. SECTION 1.9 -WORKERS' nCO!W[FENSATION CONSULTANT, by executi.ng this AgL'eement~ certifies that it is aware of the provisions of the Labor Code of the State of California which require every e!nployer to be ins'Jred against liability for ..... orkers' compensation or to undertake self.-ins·.J.rance in accordance with the provisions of that Code, and certifies that it will .:o:nply with such previsions before ccmrr.encing the perfonn·, anCe of the work of this Agreement. ~C'IIQN 17 -AGREEMENT BINl>IllQ The te~5, covenants l and conditions of this Agreement shall apply to, and shall bind, the aeirs. successors, executors, administrators, assigns, and subcont-r-actors of bott. parties. SECTION lS -NQNASSIGNABILITY 1~.1 PERSO~.SERVICES ~F CONSULT~~ Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be trar..sferred, assigned or subcontracted by CONSULTAN7 without the prior written consent of CITY. 1.8.2 SERVICES OF SUBCONSULTJ\NT AND TI1EIR E'MPLOYEE~ CONSULTANT shall be respoc.si!:lle for employing or engaging all persons necessary to perform the services of CONSULTANT here­ under. No subconsulcant of CONSULTANT will be recognized by CITY as such; rather, all subconsultants are deemed to be employees of CONSUL'l'ANT, and it agrees to be responsible for their pe.rforrnance. CONSULTANT shall give its personal attenticn to the fulfillment of the proYisions of this Agreemen:. by all of it.s employees and sub· ccnsultants, if any, and shall keep the work under its control. If any employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or shE shall be discharged i~ediatcly from the work under this Aqreernent on demand of CITY. . - ~T_ION 19 -REL.IANCE UPQN...RRQ.f'_J::SSIQNAL SKIlJL OF CONSULTANT It is mut.uall:~r understood and agreed by and between the parties hereto that CONSULTA.---rr is skilled in the professional calling necessary to perform the work agreed to be done hereunder and that CITY relies upon the skill of CONSULTM"T to do and perform the wcrk in the most skillful manner. and CONSUL'l'ANT agrees to thus peL-form the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTlili"'""T from sa:i_d obligation. 9 '.c.,-- • SECTION 2Q -WAIVERS The waiver by either party of any breach or ,violation cf 3.Ily term, covenant, or condition of this Agree;nent or of ar.y provision, ordinance, or law shall not be deemed to be a uaiver of any other tenm, ~ovenant, conditi~n. ordinance, or law or of any subs~quent breach or violation of the same or of any other term, coveAaDt, condition, ordinance. or law. The subsequent acceptance by either party of any fee or otheL money which may become due hereundter shall not be deemed to be a waiver of any precedir .. g breach or violation by the other party of any term, covenant, or condition of this Agre~~e~t or of any applicable ~aw or ordinance. SECTION 21 -NO IMPLIED WAlYER No payment, partial payment, aCc02ptance, or partial acceptance by CITY shall operate as a waiver on-the part of CITY of any of its rights under this Agreement+ SECTION 22 -COSTS AND_ATTORNEYS' FEES The prevailing party in any action brought to e:1force t.he terms of this. Agr"eement or arising out of this Agreement !I'1ay recover its reasonable costs and attorney fees expended in connection with such an action from the other party+ SECTION 23 -NOlIDISCRIMINATTON· PENALTY 23 . 1 DtITY OF CON[;ULTAN'J' No discrimination sb_all be made in the employment of pe~s?ns under this Agreement because of the race; colar; national ~r~g~n. ancestry~ religion or sex of such person+ If the value of this Agreement is; or may be; Five Thousand Dollars ($5,000) or mm:e, CONSULTANT agrees to met all Tequirements of t.he palo Alto Municipal Code pertaining to nO!16.iscrindnation in enployment. including completing the ~Compliance Report--Nondiscriminatiorl Provisions of City of Palo Alto COIltxacts· on tbe fonn fu:-nished by CITY and attacced hereto as Exhibit ·D~ and made a part hereof by this reference. CONSULTANT agrees that each agreement for seryices from i:ndepen~ent providers shall cont-ain a provis.ion substan'l:ially aB fo110 ... :s: 'PRCVIDER $hal1 provide CONSULTA.'ITI' ..... ith a certificate stating that he (or she) is currently in compliance with all Federal and State of Calitornia laws covering nondiscrimination in employment; that he (or she) will pursue-an affinnativE course of action as required by the Affirmative Action Guidelines of the City of Palo Alto; and that. he (or she) will not discriminate in the employment of any p.;rson under this contract because of race, color, ndtional origin, ancestry, sex or religion of such person.' 10 ; . If CONStJLTM'T is found in viola.tion of the nondiscrimina­ tion provisions of the State of Ca::"ifornia Fair Employment ?ractices Act or similar provisions of federal law 0': executive order in the performance of this Agreement, it shall thereby be fou~d in material breach of this Agreement. Thereupon, CITY shall have the power t.o cancel or B".Jspend this Agreement, in ,,"'hole or in part. or to dedi.lct f~om the an'ou!1t payable to CONSULTANT the sum of Twenty-Five Dollars i$25) for each person for each calendar day during which such person was difjcriminated against, as dar.\ages for, said breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this section. - If CONSULTANT is found in violation of the nondis­ c~imination provisions of this Agreement or the applicable affir.mative action guidelines pertaining to this Agreement, CGNSULTAN? shall be found in material breach of this Agreement. Thereupon, CITY shall have the power to cancel cr suspend this Agreeo.ment, in whole or in part. or to deduct from the aIr.ount payable to CONSULTANT the SIW of Two Hundred Fifty Dollars ($250) for each calendar day during Which CONSULTANT j s found to have been in such noncompliance as damages for 5aid breach of cOutract, or both. ~Illi 24 -ARBITRATION upon agreement of the parties any controversy or claim arising out of or relating to this Agreement may be settled by arbitration in accordance with the Rules of t,he American Arbitra­ tion Association, and judgment upon the award rendered by tIle Arbitrators may be entered in any court having juriSdiction thereof. ~ECTrON 25 -NOTICES All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94303 To CONSULTANT: Attention of the PROJECT DIRECTOR ar~ the address of CONSULTANT re~i ted abOVE: SECTION 26 n-=n_ ALL COVENANTS ARE CONDlnT.J9NS All provisions of conditic.ns. this Agreement are expressly rrade 11 . .;.., ... --.-..... • ... SECTION 27 -AGBREME~ C?NTATN$ A}~ UNDERSTANDINGS; ru--mNPME}:rr Thie document repre5~nts the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negot.iations; repr-esent.ations, and agreE'J'n'=rlts. either written or oral. This document may be a..'ltended only by .... ritten instrument} signed by both CITY and CONSULT~~. SECTION 28 -GOYER]UNG LAW This Agreement shal: be governed by the laws of the State of California. IN WITNESS WHEREOf, the parties hereto rlOve executed this Agreement the day and year first above written. ATTEST: City Clerk ]<PPROVEll AS TO FORM: Sr. Assis:~nt City Attorney APPROVED: Interim City Manager Director of Finance Risk -V..anager APPROVED AS TO CONTENT: Dire c t or of Vt i 1"'i""t"'i~e:C3=-· ----- AttactunentEl: EXHIBIT "A,-: E~IBIT -Bill! EXHIBIT pte m : EXHIBIT 'liD": CITY OF PALO ALTO Mayor POWER ENGINEERS, INC~ lly,--- Ite: _____ _ SCOPE OF PROJECT & SCHEDULE SCREDULE Of FEES INSURANCE NONDISCRIMINATION COMPLIP~CE POP~ 12 , S&'(f BY' i· !!­, .. l-l3-93 4153282608:' 2f 2 SECTION 27 -AGRSgMENT CON1'AINS ~ LWfjRSTANp"tNGS; AMENQM5NT ThiS doc:utne...-.t repre.eentlS t.he entire and integrated agreeD'ellt betwe@n CITY and CONSULTANT and Bt.::persede.e all prior negotiatious 1 repreBenta~ions, and agreemeDts~ either written or oral. Thill docl..mloe:ct may :be am~nded only by written inst.rument. sig~ed by both CITY and CONSULTAWr. SEerrON 2 e -®llRFNING LAW TAi. ~1.'t!;~1.. el.1.411 !J,= ~u· ... en.1ed by tne .laWS ot tne State of calitornia. IN WITNESS WHEREOF. the parties hereto have executed this AgreQmellt the day ~d year first above wri teen. city clerk APPROVED Ml TO FORM, APPROVED: Interim City Manager C~rector of Finance Risk Manager APPROVED AS TO CON'l'EN'J': Uire~tor of otilities Attachnl.@nts: EXHIBlT wA"': RXHI.BIT 'liB"; EXHIB1T "C·: EXtl.l:BIT -D': CITY OF PALO ALTO Mayor POW'E:R ENGINEERS I !NC. EY~J!.-<j,. ~~ Its: h~J':.:-7 __ L:!.:"~1'i"-(.:l..g » SCO?E OF PROJECT & SCHBDULE SCHEDuLE OF FEES INSURANCE' NONDISCRlMINATION COMPLIANCE <'OR.'! 12 t '.