HomeMy WebLinkAbout0213.093~ . . .
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March 1B, 1993
THE HONORABLE CITY CCc~CIL
Palo Alto r California
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APproval Qf a Consultant AgreeT!'.eI}J~.r Incinerator Testin~ the
R"PCP
Members of the Council:
Report in Brief
This report reque~ts that Council approve an agree~ent with Gerahty
&: Mill"er. Inc. l.n the amoun.t of $40,150 to test the sludge
incinerator at the Regional Water Quality Control Plant (RWQCP).
~~nds are available in the FY 1992-93 operating budget of the RWQCP
for this purpose.
Background
On March 3, 1993, the Policy and Services Committee determined that
it "Would not review the consultant selection for testing the RWQCP
incinerator. This will enable staff to complete the testing and
submit a report to the En'.,ironmenta.l Protection Aqency (EPA) by the
August 18, 1993 deadline.
Discussion
Twelve Requests for Proposals 'Were sent to consulting engineering
[inns "With experie.nce in air testing. ProposaL::;; ,"'ere received from
two fi~s, Geraghty &: Miller and Acurex Er..vironmenta14 The
proposals 'Were reviewed and interviews "Wet'e conducted by two Public
works Department Managers. AltholJ.gh the capabilities of the tlNO
firms ~ere judged as essenti~lly equivalent, Geraghty &: Miller was
chosen because their proposed fee "Was significantly less.
The consultant s~ope of work includes EPA testing of the
incinerator emiss~ons and preparing mathematical models to
determine the. allowable pollutant concent.rations in the sludge
p""ing fed to the incinerator. This information .... i11 be submitted
to the EPA in the form of a permit application. A permit "Wou.ld
then be issued specifying emission limits, operating reguirelr.ent.s,
and monitoring requirements, Previous testing indicates that the
incinerator "Will be able to l!Ieet the new emission standards.
Ho~ever, updated and enhanced monitoring equipment will need to be
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i~stalled under a futurE: contract, IJJhich will be br-ou'3ht to Council
for approval at a later date.
Conflict ____ 2.L....lntersst
staff., with the concurrence of t.he city Attorney, has determined
that the consultant is exempt from complying -with the financial
interest discl~~ure provisions of the city's conflict of interest
cc<ie, because the consultant's rar'9'E: of duties and services to be
provided under the agreerrtel'1t are li:r.lited in scope or primar-ily
ministerial in nature.
Bnvirorn:lental .Imoact
The incinerator testing is not considered a '"project" for the
purposes of the California Environmental Quality Act.
Recommendations
staff recommends that Council:
1. Approve and authoriz:e the Mayor to execute the attached
agreement with Geraghty & Miller, Inc. in the amou.nt of
$40,150 for incinerator testing at the Regional Water Quality
Control Plant~
2~ Authorize the City Manager or her desiqneQ to negotiate and
execute amendments for services related to or incidental t~
'the scope of work or services, the total value of which
amendments shall not exceed $6,000.
Respectfully submitted,
PHILIP BOBEL
Man~ger, Environmental Compliance Division
41o//~K
GEORGE BAGDON
Acting Director of Public Works
,~~~ ~ FLEMING
city Manager
Attachment: Agreement
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for
PxOP8SSIONAL ENGINEERING CONSULT~ SERVICES
BE'l'WEEN 'l'!IE CITY OF PALO ALTO AND
GBRAGIITY & MILLO, INC.
THIS AGREEMENT, Glade and entered in!:.:::> this _________ ~ day of
. 1993, by and between the CITY OF PALO ALTO, a
::m"'u"n".i"c=-,"pa:'-::"l-::cC:o";;p=o"'r=ation of CalifDrnia. hereinafter referred to as
"CITI," and GERAGHTY & MILLER, INC. ,Taxpayer Identification No.
11~6102570}1 a Delaware corporation, ~ith offices at 1050 Marina
Way South. Rl~hmond. CA 94604. hereinafter referred to as ~CONSUL
TANT· :
WIT N E SSE T B:
WHEREAS. CITY desires certain professional consultant
services herein~fter described; and
WABREAS, CITY desires to engage CONSULTANT to provide
these services by reason of its qualifications and e~~erience for
performing Eluch services and CONSULTANT rws offered to provide the
required ge~Yices on the terms and in the wanner set forth herein;
!IOW. TF..EREFORE. in corlsideration. of their mutual
coY~nants( the parties hereto agree as follows:
SECTION 1 -DEFINITIONS
1 • 1 CITY M1>.NAG~.&
TIle term IrCicy Manager" means the duly appointed City
Manag~l.· of the City of Palo Alt':J, Cal ifo.:::nia , or her designated
::e-presentative~
1 • 2 CITY CLB:RK
The te~m ~City Clerk~ shall mean the
Clerk of the City of Palo A1 to, California,
representat i ve,
1 , 3 cr.n:... ';TIORNEX
duly appointed City
or her deSignated
The term ~City Attorney· shall mean the duly appointad
City Attorney of the City of Palo Alto, California, or his
designated representative.
The term "RisK. Manager-shall mean the duly appointed
Risk Manager of the City of Palo Alto, California, or his designat
ed representative.
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1,5 PROJECT
The te~rn iI Project· st.all mean the improv€.:nents des'2-ribed
in Exhibit ·A~ entitled "Scope ot Project. II ....... hich is attached
hereto and made a. p~rt. hereof by this reference.
SECITQN 2 -PRQJEct QQQRD:NATIQN
2.1 .c.IT1.
The City Manager will be the representative of CITY for
all purposes under this Agreement. Phil Bobel hereby is de~ignated
as t.he PP"o.....T&CT ~A.~AGER for: the City Manager and shall supel.vise the
progress and execution of this AgI.-eement.
2 • 2 CONSQLT.OJ>...::!:
CONSULTANT shall assign a single PROJECT DIRBC'I'OR to have
overall responsibility for the progress and execJ.tion of this
Agreement for CONSULTANT. Gary W. Keyes hereby is designated as
the PRos,Ser DIRECI'OR for CONSULTANT. Scott;. Vir...ecour shall be
assigned as the PROJECT COORDINATDR for CONSULTA.."-Ij' and shall
represent CONSULTANT during the day-to-day work on the project.
Should circumstances or conditions subsequent to the execution of
this Agreement require a substitute PROJECT DIRECTCR or PROJBCT
COORDINATOR for any reason the PROJBCT DIRECTOR or PROJECT
COORDINATOR designee shall be subject to the prior ~ritterJ,. approval
of the PROJBCT ENGINBBR.
SECTION 3 -. SCOPE OF PROJB.cr
The scope of the Project to be executed by CONSUL
T~~ under the phases of the Basic Services described in Section
4.1. of this Agreement is as described in Exhibit "A· attached
hereto and ~ade a part hereof.
SECTION " . DUTIES OF .<6lNSQLT:A.'lT
4.1 BASIC SERVI~~
Unless othe:ndee indicated, CONSULTM"T ahal J perform
each task and accomplish each obj ective described in the Study
Plans summarized and rr.ore particularly described in Exhibit "A,"
"Scope of Project.· CONSULTANT's Basic Services shall be furnished
as described in Exhibit ~A·.
4.2 GENERAL DtITIES o~ CQNS~TANT
4.:2.1 CONSULTANT represents that it is qualified
to furnish the services described under this Agreerr,ent. CONSULTANT
further declares tr4t one or mare members or employees of his firm
and that of its subconsultants r if any; are licensed by the State
of california to p-erform their services and that these services
will be performed by tbem or under their 6upe~Jision. CONSULTANT
shall furnish to CITY for approval, prior to execution of" this
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Aaree.rn~nt, a 1 ist of all fi nT".S 0:::' ccrpor.ations to be employed a:;
sUbconaultants.
4.2.2 CONSULTANT stat~s that it is awar~ of the
recruirements of the ~~ricar.s with Disabilities Act of 1990 and the
Government Code and tt.e Health and Safety Code of tr.e State o!"
California relating to access to r;ublic buildings and accor,'![noda
tiona for persons with disabilities, and relating to facilities for
persons 'ir.-ith disabilities. CONSULT_;..tIT shall ccmply \r{ith such
provisions in carrying out the terrr..s of this Agreement.
4.2.3 CONSULTANT shall furniSh erry with every
reasonable opport,unity for CITY to ascertain that the se:rvices of
CONSULT~~~ ar~ being performed in accordance ~ith the reqJirements
and intentions of this Agreement_
SECTIO!L~ -DUTIES OF CITY
5.1 CITY shall ~rovide full information regarding its
requirements for the project.
5.:2 CITY shall examine documents .submitted by CONSUL'I'ANr
and shall render decisions pertaining the=eto promptlYr to avoid
unreasonable delay in t.he progress of CONSf .... tr.TA..VT's work.
5_3 The servicea r information, surveys a~d reports
required by paragraphs 5_1 and 5.2 inclusive shall be furnished a~
CITY's expense, and CONST)LTA.."IT sh."3.11 be entitled to rely upon the
accuracy thereof.
5.4 If CIrf observes or otherwise becomes aware of any
fault or defect in the Proj Ect or nonconformance ~'i th the contract
documents~ CITY shall give prompt written notice therecf to
CONSULTANT.
5.5 CITY shall furnisrl info"!"ll"t.at ion required by CONSUL
TANT as expeditiously as possible_
SECTION 6 -Pl\'iM<1l:I
Payment shall be made by CITY only for services
rendered and upon submission in tripli cate of monthly progress
payment requests_ Zach invoice shall be itemized as to tr.e type of
payment described in this section.
6.1 ~~TANT'S FEES
In consideration for the full performance of the
Basic Services and reimbursable expenses described in Section 4.1
cf this Agreement, CITY agrees to pay CONSULTANT a fee not to
exceed $40,150 for the Study.
6 _1.1 .s_~.9n8ultants _ Fees for subconsul tants J
hirsd directly by CONSULTANT. shall be approved by CITY in advance
":If incurring such fees.
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6.1.2 For Extra Work or Cha.rrge~. Payrr~nt for
extra ~ork or changes in the ~ork not initiated by the CONS~~T;UVT
and authorized in writing by the PROJECT ENGTNEER shall be made
upon submission by CON'SULTANT of a statement: in t.ciplicate of
itemized costs cov~ring such 'Work. Prior to commencing s1lch extra
work or changes, CONSULTA,. .... "!' ace crTY shall agree upo.r: an estimated
nat·to-exceeo cost for euc!l extra ·""ork. In no event shall
CONSL"LTANT be paid f'"r deSign ':&fork or change order preparation
which is necessary because of CONSULT~~'s errors or oversights.
6.1.3 cal~ulatiQn of Direct Personnel E~.
Direct personnel expense of employees engaged or! the Proj ect by
CONSL~TJLVT inclUdes the ~ork of architects, engineers. de9igners,
job captains, draftapereons, specification writers and typists. in
consul.t.ation, research and design, in producing drawings. specifi
cations and other document.!:' pertaining to the Project, and in
services during construction at the site. Included in the cost of
direct personnel expense of t.hese e."i\ployees are salaries anc
mandatory and customary benefits such as statutory employee
benefit!S1 insurance. sick leave, holidays and vacations, pensions
and similar benefits.
6" • 2 PAYMENT S CHEDUL~
6.2.1 Eor Besie S_'i!rvi.~. Pa}"ITlents for Basic
Services shall be II".ade in progress payments in proportion to
services performed in accordance with ~,ibit HB~.
Final. payment shall be U"..ade by CrTY after CONSULTA..'\JT
has submitted all r€-quired products and reports and received
approval thereon.
6~2.2 Deductions. No deductions shall be made
from CONSULT'}'.Nr's compensation on accO'J.nt of penalty, liquidated
damages, or other 6".lI!lS 'Withheld from payments to contractors.
6.2.3 Payment Upon S.1J.§Q.e.iJ.sign or Abando.r~.p.J.----2f
orQj~. If the Proj ect is suspended for more than three (3)
months or abandoned in whole or in part, CONSULTANT shall be paid
its compensation for services perfo~ed prior to receipt of written
notice from CITY of such suspension or abandonment, together with
additional and rei%l'.bursable expenses then d'..;.e. If the Project is:
resumed aft.er being suspended for more Chal1. sixt:r' (60) days, any
change in CONSULTANT'S compensation shall be subject to renegotia·
tion and l if necessary, appro'l"al by the Palo Alta City Council. If
this Agreement is suspended or termicated for fault of CONSULTANT,
CITY shall be obligated t;:, compensat.e CONsm,TANT only for that
portion of CONSULTANT's seIvices which are of benefit to CITY .
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7.1 TIME IS OF ~_E$SENCE
It is und€rstood. and agreed that tirr.e is cf the
essence of this Agreement, and that, following receipt of Notice to
Proceed, CONSU~T~7 shall ~ornmence work on initial tasks of study
in accordance with the t:~me schedule, Exhibit "A". Work cn
subsequent tasks shall proceed in accordance with said time
schedule.
7.2 TIME OF ..QLMPL.E,1ION OF EAqLE~
CONSl.j·LTAN'T agrees to perfom. the phased se:vi ces
'Within the time lir'lits set forth in Erl".it,it WAil provided L however,
that any change in the scope of services or other changes due to
CITY's operating requirements, or in c;~nnection witl1 other
contractors or consultants operations, ~y require a reviRed time
table.
CITY agrees to exercise due dilig~nce in performing
its tasks to implement the CONSULTANT's tim~ table.
7 • 3 CITY' S REV! RW ~ AP ?RQVAL
Between each phase of work there is a review an.d
approval period by CIT'"l.". CITY viII exercise due diligence to
complete thes~ tasks; however, it is recognized that the interre
lated exchange of information among-CITY's various departments
makes it impossible to set a specific time schedule. Normally,
CITY's estimated period of review and approval will be furnished to
CONSULTANT at the time of submission of each phase of work.
7.4 EXTENSION OF TI_ME __ OF CGMPLETHJN
In the event the services t;alled for under this
Agre~ent are not completed by CONSULTANT withi~ the time speci
fied, CITY shall have the option to extend the time of completion.
This paragraph does not preclude the recovery of damages for delay
of either party.
SBCT]:QN B -CHANGES IN WORK
CITY may o:r:der maj or changes iTl scope or character
of work, either decreasing or increasing the amount of CONSULTANT's
services. In the event that such changes are ordered L CONSULTANT
shall be entitled to full compensation for all 'Work perfonned prior
to receipt of notice of change. Increased compensation for major
changes shall be determined in accordance with Section 6 of the
Agreement, but in no event shall CITY be liable for payment unless
the amount of such extra c~mpensation shall first have been agreed
to in 'Writing by CITY.
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In the event trdt. maj or changes are ordered pursuant
to this section, the schedule for progress Clnd completion in
Section j of this AgI"eSrr,ent and compensation shall be adjusted by
negotiation between CONSULTAr-o'T and CITY ~ subject to approval, if
necessary b)~ the Palo Alto Cit.y council.
SECTION 9 -TERMIN.l\TION, OR SUSPENSION OF _b..GREEMENT
9.1 ~CELLATIDN BY CONSULTANT
'Work on the
but only in
or in the
Project~
CONSULT~~ may terminate this Agreement or suspend
Project upon thirty {?,O) days' written notice to CITY.
th~ event of substantial failure of performance by CITY
event CITY abandons or indefinitely postpones the
9.2 C?JjCELLATION BY eITf
Without li!'Tl.itation to such rights or remedies as
CITY Ehall otherwiae have by law~ CITY shf'.ll have the right to
terrnir~te this Agreement or suspend work on the PrJject for any
reason, upon fifteen 1.1S} days' written notice to CONSULTANT, or
immediately after submission to CI'rY by CONSULTANT cf any completed
item of s~rvice specified in Section 4 of this Agreement.
CONSULTANT agrees to cease all 'Work under tt: is Agreement upon
receipt of said written notice.
9 ~ 3 CQMPENSA "rTON OF CONSULTANT IN TH,;;
lOO1!IT OF TERMINATION OF THIS A~
In the event of termination of this Agreement or
!juspeneicn of work on the Project by either CITY or CONS~TANT,
CONSULT~~ shall receive compensation as follows!
9.3.1 F~r approved it~~ of service ur-der
Section 4 of this Agre~ment, compensation shall be in the a..r.1Qunt
outlined under Section 6 of this Agreement for the itetrtS of service
fully perfoI'Ti1.ed by CONSL"LTAN'T"
9~3.2 For ite.7LB of service on Which a notice to
proceed. has been issued by CITY, but 'W'hich have not been fully
completed and approved, CONSULTANT shall be compensated for said
service in an amount which bears the same ratio to the total fee
othendse payable for the perforrna.ncS' of said service as the
service actually rendered bears to the total service necessary for
the full performance of said item of ser'Ji ce.
9.3.3 In no event shall the total compensation
paid in the i.mmediately preceding paragraphs exceed the pClyment
specified in Section 6 for the respective items of service to ba
furnished by CONSULTANT.
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9.3.4 Not .... ithstanding anp:hing in the preceding
paragraphs, upon termination for fault of CONSULTANT, CITY shall be
obligated to pay for only that portion of the service which can be
incorporated :in the PI'Oj ect.
9.4 m.rrIES Of CITY AND CQNSlJ1._TAI'rr
Upon termination of this Agreemer.t or suspension of
work on the Project by either CITY or CONSULTkVT, all duties of
CITY and CON'StTLTA.,,"'r, as set forth in Sections 4: and 5 her~inabove,
shall terminate.
~CTIQN 1 Q -CONSJfl,.TANT'S ACCOL!torrING RF.cnRDS
Records of the fo!lewing expenses pertaining to the
Project shall be kept by CONSULTANT en a generally rEcognized
accounting basis an.d shall be available to CITY at mutually
convenient times:
10.1 Direct personnel expenses, including consult30t
expenses. {See Sec:t:'on 6 of this Agreement.)
lD~2 Expenses pertaining to Additional Services. (See
Section 6" of this Agreement.}
SECTION lJ -OWNBRSHI P OF poctJMEtITS
11.1 Subject to the provisions of Paragraph 11.2 belowl
the original drawings, maps, plans, designs, records of survey,
work datal specifications, and other documents prepared by
CONStJLTANT in the performance of this Agreement r although instru
ments ot professional service, are and shall be the property of
CITY whether the Proj ect for w~1.ic:h they are made is execl.;.ted or
not.
11.2 Upon termination under Section 9 of this Agreement
and upon CITY's payment of the amount required to _be paid under
same section, the originals and all dr2wings, calculations r
specifications and similar documents become the property of CITY.
and CONSULTANT shall transfer them to CITY upon req'<Jest ...... ithout
additional compensation. CITY shall have the right to utilize any
completed or uncompl~ted drawings, esti~ates, specifications, ar.d
other documents prepared hereunder by CONSULTANT; however, CITY
shall inde~~ify CONSULT~VT against any loss which may be caused to
CONSULTANT br such use and reuse.
SECTION 12 HIT,EREST OF CON~.TANT; CQN$J.II.~
INDEPENDENT OF~
In accepting this Agreement, CONSu~TANT covenants
that it presently has no interest, and shall not acquire any
interest; direct or indirect r financial or ~the~is~. which would
conflict in any manner or degree ..... itl". the performance of the
services here-under. CONSULTANT further covenants that, in the
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performanc~ of this Agreement, no subcontractor or person baving
auch an interest shail be employed. CQNSULTANT certifies that. no
one who has or ""ill ha .... e any f.1!"l3.ncial interest under this
Agreern.ent is an officer or-employ~e of CITY.
It is expressly ag~eed,that i~ the perfc~~~ce of
the professional services reqo.J.l red under this Agreement CONSUr...TAN'T~
and an:~t of its subconsultants or employe.c:!8, shall at all times be
conside~ed independent contractors and not agents or employee~ of
CITY.
SECTIQN 13 -QUTSrpE CQNSULTA..."ITS
CONSULTANT shall be responsible for employing all
ctic-side consultants f,sLWconsultants) necessary to aid CONSto"LTk'IT i.n
the performance of tr.e services listed in Sect ion 4 of this
Agreement; provided, hO'""ever, th3.t all sllch subccnsultantg shall
receive prior approval of CITY in writing and shall remoin
acceptable to CITY during the teLm of this Agreement.
~crIQN ., 4 -INDEMNITY
CONSu"'"LTJt ... "IT agrees to indemnify ~ defend and hold
harmless CITY. its officers, agents and em~lGyees from any and all
demands~ clairns~ or liability of any nature, including death or
injury to any pereon, property damage or any other loss, caused by
or arising cut of CONSULTANT's, its officers' , agents' ,
subcontractors' cr employees:' negligenc acts, e!'rors, or omissions,
or willful miEconduct l or conduct for which the law imposes strict
liability on CCNSULTru~ in the performance or failure to perform
this Agreeur..ent.
SECTION 15 -'NSURAN~~
15.1 LIABILI'::_'Y INSURAr'QCE
15.1.1 CONSULTAhJl; ~t its Bole cost and expense,
shall obtain and maintain, in full force and effect throughout th~
e~tire term of this Agreew~nt, the insurance coverage described in
E~~ibit ·C·, attached hereto; insuring not only CONS~~T~VT and its
subcontractors, if any I but also, with the exception of workers'
compensation, employer'S liability~ and professional liability
insurance, n~~r.g CITY, its officers, agents and employees, and
each of the.'T:, .. ith respect to activities and services performed by
CONSL~T~VT for or on behalf of CI1Y under the provisions of this
Agreement as an additional insured.
lS .1 . .2 Certificates of Stich insurance; preferat;.ly
on the forms provided by CITY, shall be filed ~ith CITY concurrent
ly with the "2xecution of this Agreement or, with CITY' 5 approval,
within ten (10) working days thereafter. Said certificates shall
be subject to the approval of the CITY Risk Manager and shall
contain an endorsement s[.ating that said insurance is primary
coverage and will not be cancelled or altered by the insurer except
after filing with the City Clerk thirty (3D) days' prior written
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nctice at such cancellation or alteration, 3.nd that the City of
Palo Alto is named as an a.dd.itional insured ex,~ept in policies of
work.er's compeneatior" employer's liability, and p::-0fessional
liability insurance. CUrrent certificates of such insurance shall
be kent. on fil~ at: all times during the tent'. of tr..is Agreement ... ith
the C"j ty Clerk.
15 .. 2 CCRRECTI .. Q1LO-P ANY ERRQRS OMISSIQNS .. _A,.~l2..b~IGU!7IE~
IN CQNTRl\C1~ ~NTS
A..."lY errors, omissions, or aITlbiguitiet:> in the
contract documents which are discovt::!red bt::fore the Pro' ect is out
for bid shall be corrected by CONSULTANT without cos-t. to CITY.
CONSULTANT ger~ice9 required to make changes in construction
resulting from errors, omissions, or ambiguities in the contract
docUI!'..ents which are discovered after the contract is awarded shall
be perfonned by CONS'tTLTAl-i"'!' wi thout cost to CITY only insofar a.s
they result in unnecessary or non-beneficial changes in construe·
tio!l. CONSULTAl'I."T services required to make changes in constI'"'..1ction
resulting from errors, omissions, or ambi~~ities to the contract
docUJ!1ents which are discovered after the contract is awarded sha.ll
be perfonned by CONSULTANT and shall be paid for by CITY only
insofar as they add ~enefit to the co~struction work.
SECTION 16 -WQRKERS' C0MPb~$ATln01J
CONSULTANT. by executing this Agreement, certifies
that it is aware of the provisions c~ the Labor Code of the State
of California which r€quire every employer to be insured against
liability for workers' compensation or to undertake 8elf~insurance
in accordance with the provisions of chat Code, and cer~ifies that
it will comply with such provisions beicre commencing the perform
ance ·:;f the work of t.his 4D.greement.
SECTION 17 -AGREEMENT~_~"PING
The terffiil, covenants, a:ld conditions of this
Agreerr,ent shall apply to, and shall bind. the heirs, successors,
executors, administrators/ assignB~ and subcon.tractors of both
parties4
IS.1 PERSONAL ,SERVICES_n_OFm_CQNSULTAz..rr
80th parties hereto recognize that this AgrEement is
for the personal 9..:nrices of CONSULTANT and cannot be transferred,
assigned or subcontracted by CONSULTANT without the prior written
consent of CITY4
18.2 MRVICE_5. OF SUECQNSULTANT A1!Pn TI{EIR EMPLOYEES
CONSULTANT shall be responsible for employing or
engaging all persons necessary to perform the services of CONSUL
TANT here-under. No s'ubconsul tant of CCNStl'L'1"M"T will be recognized
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by CITY as such; rat-her, 3.11 subconsultants are deemed to be
employees of CONSULT~~, and it agrees to be responBible for their
performance. CONSULTAN'f shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of itJ:!
employees and sub~cc;lsultants, if any. and shall keep the work
under its control. If any employee or E'ubconsultanc of CONSIJI.,TANT
fails or refuses to carry out the prmrisions of this AgreeIT1.ent cr
appears to be incomp~tent or to act in a disorderly or improper
manner, he or she shall be discharged immediately from (.he work
under this Agree..1",ent on demand of CITY.
SECT10N 19 -RELIAnCE UPON PROE'.E_~_,~.J_Q~AL SF.:ILL OF
;;ONSULTAEr
It is mutually understood and agreed by and between
the parti~5 hereto that CONSULT~~ is skilled in the professior~l
calling necessary to perform the work agr~ed to be done hereunder
and that CITY relies upon the skill of CONSv~TANT to do and perform
the wdrk in the most skillful manner, and CONSULTANT agrees to thus
perform the work. The acceptance of CONSULTANT's work by CITY does
not operate as a release of CONSULTkVT from said obligation .
.>.J>crION 2 Q -WAIYE~
The ~Giver by either party of any breach or
violation of any term, Covenant, or condition of this Agreement or
of any provision, ord~nance, or law shall not be deemed to be a
waiver of any other term, covenant, ~ondition, ordinance, or law or
of any subsequent breach or violation of the same or of any other
term, covenant, condition, ordinance, or law. 'The subsequent
acceptance by ei ther party of any fee or other money which may
become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation -by the other pa:n.y of any term,
covenant, or condition oE thie Agreement or of any applicable law
or ordinance.
SECTION 21 -NQ IMPI,..L~P 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 .
. SJ:CTIQN :2:2 -COSTS A1W ATTOR..""'~YS' FEES
The prevailing party in any action brought to
enforce the term6 of this Agreement or arising out of this
Agreement may recover its reasonable coate and attorney fees
expended in connecticn with such an action from the other party.
SECTION 23 -NONDISCRIMINATION; PENALTY
23.1 DUTY OF CONSUlll'NIT
No discrimination shall be made in the ernploymellt of
persons under this Agreement b~cause of the race, color; national
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origin r ancestry. religi0n or sex of SL:ch person. If the value of
this Agreement ~s. or may be, Five Thousand Dollars ($5,000) or
Ir.~re, CONSUiJTANT agrees to rr.-et all reqL:ireme!lts of the Palo Alto
M>...lnicipal Code pertai!:l.ing to nO:J.discrimination l.n employrnen~,
including completing the "Compliance Report--Nandiscrir:1ination
Provisions cf City of Palo Al~o Contracts-on th.e form furnished by
CITY and attached hereto as Exhibit ·D~ and made a part hereof by
this reterence.
CONSULTA..""IT agrees tha t e.3..Crl agreement f')r services
from independent providers shall contain a provision substantially
as follows;
·PROVIDER shall provide CONSULT~.NT witl1 :i
certificate stating that he (or she) is <..:urrently i.n
compliance with all Federal and State of Cal ifornirt la .... s
covering nondiscrimination in emplcyment; that he (0';:
she) will pursue an affinnatl ve course of act ion as
required by the Affi.:nnative Action Guidelines of the City
of Palo ~to; and that he (or she) will not discriminate
in the employment of any person -.mder this cont ract
bscause of race, color~ na~ional origin, ancestryr sex or
religion of such per8on~·
23.2 P~~TY FOR DISCEIMINA?IQN
If CONSULTkVT is found in violation of the nondis
crimination provisions Qf the State of 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 l'"Iaterial breach of this Agreement. Th€.·reupoD. CITY shall
have the power tc cancel or suspend this Agreement, in -whole or in
part, or to deduct from the amount payable to CONS"U"'"LTANT the sum of
Twenty-Five Dollars {$25) for each person for each calendar day
during which such p~r90n was discrirrl.inated against, as damages for
said breach of contract, o~ both. Only a finding of the State of
California Fair Ernplo}~ent Practices Ca~ission or the equivaleut
federal agency or officer shall constitute evidence of a violation
of contract under t:his sect.ion.
If CONS~~TANT is found in violation of the nondis
cri.--nination provisions of this Agreement or the applicable
affirmative action guidelines perta~ning to this Agreement,
CONSULTANT shall be found in material breach of this Agreement.
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 CONSmTANT the su..-rn of Twa Hundred Fifty Dollars ($250)
for each calendar day during which CONSULTANT is found to have been
in such noncompliance as da~ges for said breach of contract, or
both.
SECTION 24 -... ARBITRATION
Upon agreement of tr~e parties any controversy or
claim arisin'3 out of or relating to thi~ Agreement may be settled
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by arbitration in accordance with the Rules of the Al'!lerican
Arbitration Association, and jud;me~t upon the award rend~red by
the Arbitraco.rs may be entered in any court having jurisdiction
thereof.
SECTION 25 -NQt~
All notices hereun,:1:er shall b.e given in 'Writing and
mailed~ postage prepaid, by certifi~d mail, addressed as follows:
To CITY: Office of the City Clerk
250 Hamilton Avenue
Palo Alto, CA 94303
To COYSULTANT: Attention of the PROJECT DIRBCTOR
at the address of CONSULTANT recited above
SECTION 26 -__ -wL COVENNITS ARE CONDITIONS
All provisions of this Agre~~ent are expressly made
conditions.
SRCIIQN .2 7 -AGRERMEr..'T CONTAInS ALL
UNPBRS TANP_Iml!l-" AMENDMENT
This document represents the entire and integrated
agreement between CITY and CONSULTANT and supersedes all prior
negotiations, repreeentationB~ and agre~rnents. either written or
oral.
This document may be amended only by written
instrument, signed by both CITY and CONSULTANT.
This Agreement shall b~ governed by the laws of the
State of california.
IN WITNESS WriBREOF. the parties hereto have executed
this Agreement the day and year first above writter..
ATTEST: CITY OF PALO ALTO
City Clerk Mayor
APPROVED AS TO FO~~,
Senior ABst. C~ty Attorney
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03.1'"7930'::. '3PM _O~M N CALIF
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GERAGHTY Ir M! 1..lI:FR, INC ~
It 5 :.~' --<..:t"'F
Acting Risk Manager
~.l?"ROVED AS TO CONTE!."!"
Acting Director of ~~bl~c Works
httac~e:c.ts!
EXn:rSI'I' 'A":
BX}t!EIT "B r;
EXHIBIT l'c,.:
EXH!':B IT "D I :
SCO.PE Of PROJECT oS: SC:F..E~Ul:!
RATE S:HEDULE: &: PA~ SCH.E..JUl;E
!NSlJF.AN'CB
NOND::SC~"!l{INAT:ON COMP:"!AXCg FOR.1r{
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A. INTRODUCTION
EXHIBIT A
SCOPE OF PROJECT
SLUDGE INCINERATOR TESTIl\'G
CONSULTANT shall be required I'J perform tes6ng necessary to determint: cCmpliaJ1Ce
of the RegionaJ 'Vater Q\!ality COf'ltfol Pia.llt (RWQCP) sludge incinerator with the new
Federal sludge regulations set forth in 40 CPR Part 503 and perform the testing
necessary to submit a complete NPDES permit application. CONSULTANf shall be
required to prepare a resting protocol (including.a mode!i!1g protocol) and gain approval
of the Enviromnentai Protection AgenC)' (EPA) and obtair: comments from the Bay Area
Air Quality Management Distri;;:c (Air District) prior to execution of the testing protocol.
B. TASlCS
CONSULTA.~ will conduct the following tasks. under the direction of CITY.
1. Prepare Testing and MQd_~lin~ Protocol
CONStJLTANT sl"..all prepare a testing protocol (including a dispersion modeling
pmtocol) in conformance with 40 Code ,-,f Federal Regulations (CFR) Pan 503
and l'tJe fonowing:
• 40 CFR Part 60 Subpart 0 (parJcul.,e matter)
• 40 CFR Part 61 Subpart C (bef)'lIium)
• 40 CFR Part 61 Subpart E (mercury)
The testing and dispersion mooc!ing protocot shall be reviewed by the CITY,
EPA and the Air District prior to implementation. The protO\,:'Ols shall be
approved by tile EPA and shall be approved by tile Air District if so required by
EPA. If not :so required, Air District guid;rnce and comments shall be adhered
to except in the case of a conflict wilh EPA guidance or directives. In addition
to the Federal regulatiilns cited abvve, the resting protocol shall conform tIJ the
draft EPA protocol entitled ~Met.iodol(lgy for the Determination of Trdce Meta1
EmissiOTls in Exh.aust Gases from Stationary S)urce Comaus.tion Proce~ses,· The
protocCll shall include the fOJio)l.'I!lg elements as required by the regulaticns:
• Stack Testing
• Incinerator operating parameters
• Pollutant concentrations in sludge
• Dispersion modeling
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With respect to the dispersion modC'ling, a range of models shall be cQn.<>idert"d
by CONSULTANf and dl~USs.cd with CITY. Portions of th..: tc. ... ting which may
be mDre cost efficient for CITY to implement shal: be identified by
CONSULTAr-..-r in the proposal and cos.t shall be eMimated separately for a
decision by CITY. {e.g., sludge feed rate;>. sludge sampling, operating
temperature, auxiliary fuel rate)
2. EXecute Testing ProtocQl
3.
CONSULTANT shalt execute the tes.ting protocol.
Exa;ute 1V'~ljn~ ProtQceJ and PH~]1ore Dpcumentarjon
CONSuLTANT shall use a d!spersion model to determine the Dispersion Fa<:tnr
(OF) to be used for calculating allowable p0I!U1aIlt loadings in tr.e sludge.
Sufficient information shall be gathered so that CONSULTANT may avoid using
simplistic and conser .... ative models.
A technical memo !ihaIl be prepared which contains:
• The protocol and approval Ii
• Mathematical description of the model
• lnpuf and output data
• Sca!e diagram of facility including property line, siack, buiidings
and distances
e A topographic map of area show] ng land use
• Names of persons cond'LJcling t~e ana!ysi~
4. ~ Stack Test R<PQ!l
CONSULT~Jo"fT shall prepare a stack te-51 report which ~(mtains the lnfomlation
requtred by the EPA and the Air District fer such reJX1fts. Raw data sheeL~.
calculation sheets. QAJQi: documentation ai1d chain uf custody sheets shaH be
incJuded. Incinerator operatl!lg parameters including sludge feed rate, aux.iliary
fuel feed rare, oxygen concentrations, sludge moisture content, stack gas mOlsrure
content, scrubber pre.ssure drop, scrubber liquid flow rates, incinerator
temperatures, stack gas flow rate and other parameters specified by the above
referenced Federal Re6u1ations shall be specified. The (omat of the repon and
any special needs (e.g. data on discs in particular forrr.at) shalT be discussed y..-ith
t.'tJ.e EPA arid the Air District prior to report pleparauon. and its delivery to CITY.
5. Iechnica.l Memo CaI;lJlatinL.SlJJdge Feerl Reqllire~TlJ$ jmd CQmparini-1~
Sludge Tt<stir~ ResUlts
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CONSULTANT shall prepare a tednical memo "":.~ich cont;,ljns the cakutaticns
of the sludge feed requirt'ments u.c:.ing the dispersion modeling and ie~ting resuits.
The values shan be compared to the sludge testing resuits and an analys.is shall
be provided. A.'y !imits.!i.t.;m; or QualiflCa!ions conc..:rning th~ use of the data or
the comparison !ha.!! be summarized.
CONSULTANT sl'.aJl conduct a..J1 cc!ditional set of stack tests, 30 to
90 days after rust test at the direction of CITY. The purpose of
the additional test will be to evaluat.; the performance of a
mocified scrubber.
7, NPP~ Permit Anplication
CONSULTANT shall prepare thai portion of the NPDES permit application
which relates to the modeling and testing performed by CONSULTA~l. TIle
form.t specified by the EPA shall "" used.
C. SCHEDULE
I. The draft testing protocol shall "" submitte.i to CITY 30 ru.ys following
publication of the 40 CFR Part 503 Regulations (herein after "publication date")
and submitted to the regulatory agendes 45 days fOIlowing publication date.
2. The draft modeling protocol shaH be submitt.ed to CITY 60 days following t.~e
publicatic:m date and to the regulatory agencies 75 days following the publication ru.te.
3. Tne Technical Memos a71d Stack Test Report (B copies) shall be submitted to
CITY 120 days follo ....... ~ng the pub!icatior. date.
4. The NPDES permit application components (5 copies) shall be submitted to CITY
150 days fo!!owII1,g the publication date.
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GAL l AG:HEA N~"N.tN
, !II II MA IJII .1 M~II:.'
WHITE PLA!NS, NY
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I GeRAGHTY' MILLER,
'l"2S, t, BEtHPAGE RO,
PL" n't'l,'! EW
CIl"'I' Of P.IILO Ai.. TO
:2.50 HAMIL1'ON AVE
PALO ALTO, C_ .~jO'
10601
INC.
ATTN: !rt'A,tI'tif:...oeEl
p.r.;~~h-'~?l"'l' ''"\.i' "..<'"
~'~~;~S:
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MAR-17-93 ~ED 1~:?5
___ Carr19r
Atlantic Hutu.sl
reCi Fund
!.otJis1.ana """orklliln:;
Co~pensatioo Corp.
GtRAGHTY & MILLE.R. INc:.
\"'CRXERS COHPE~'SlinO~' POLICIES
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rnotJraoc~ Co. of ~orth
AIl1:,,~!ea {CreNA)
All Stdt£~ 2xcl.
~onopoltstie S~ate
Fu!:~-'
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11" A SEPARATE CERTIFICATE OF !!iSURANCE __ "ILL BE ISSI}:ED BY Tli! RESPEC1H'E
~O~ERS COMPENSATION BOARD
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GALLAGHER NEWMAN