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THE HONORAaLB CITV CUUNCIL
Palo Alto, California
~ruU.......~~~alit.y Control . .r.Lul.k-.C..QJJ.§..~ltant Agl:;eement for MinQr
~~UQ~~~~.i8t.n~q
Members 'of the Council:
this repo::t.-t recorrmemls that Council authorize the Mayor to execute
the attached one yCnr consultant agreement (with optiOllS for two
additional years) I with Kennedy/Jenks Con8ultants~ Inc., in the
amount of $19,500 for the first year. The agr-eement will be used
011 a standby brtsie only for 1l1inor consultant services on emergency
01' fast -track pl'ojects at the Palo Alto Regional Hater Quality
Contl"ol plant (RWQCP). Funds for the fil"st year of the agreement
have been. appropriated in the FY 93-94 Wastewater Enterprise Fund.
Fundo for years t\o,'O and three are contingent upon Council approval
of the. budge.t for-each subsequent year.
Kennedy/Jenks Conault-::mts .. Ille. was the original design firm for
th~ RWQCP, In the past years. the Rl'lQCP has had to solicit:
consultant assistance in resolving problems associated with
unexpEcted equipment failure or process degradation. On these
occasions. l<ennedy/Jenks' knowledge of the original design has
contributed to the expeditious restoration of the plant operation
wit.h minimal process interruption. On all of these occasions,
anotllCl.' consultant would have had to research and become familiar
with the design prior to providing their aosistance to the RWQCPj
and a delay in the process recove~~ would be inevitable. As the
plant ages, RWQCP staff anti cipates the need for such urgent
consulting services.
staff contacted two additional consultant firms who are familiar
with wastewater processes: CH2M HILL and Montgomery Watson
consulting Engineers. Both consultant firms agreed that Kennedy/
Jenks is the most reasonable choice for services of this nature.
Both consultant firms also agreed that every treatment plant has
the need for such services. and preferably from the o~'i9inal
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deoigner who can offer the JOOat efficient services under urgent circumstances.
The State of California j Government Code §~526 stipulates that
professional serviceo be procured on the basis of d(.!monstk."ated
C<lmpetence and qualifications ~athel' than compl1t itive bidding.
Since th~s agreement is for professional services, and Kennedy/
Jenks }tas demonstrated the-ir c:or"petcl\ce on past projects, we
believe that it is in the best inte:t"est of the Cit), to award this
agreement to Kennedy/Jenks~
Rnv i roumenta l_.l!J.1ILa~
The Emergency Conoultaltt Sel"vice Agl-ecn<.ent ia' not considered a:
project fOl" pUk:poses of the Califol"nia. Envh"Qlltf'.ental Quality Act..
It~.QI£.me ndat ion s
Staff r~commtmds that COUr\<'" I 1 :
1. Approve and authorize the M~'lyor to eY.eclite the attached
consult-ant agreefl1ent with Xennecty/Jenks Consultants in an
amount not to exc.eed $19; 500 fo!.' FY 93~94 for emergency
consultant services for the Regional Water Qual i ty Control
Plant.
:1:. Authori?',e the City :Mani"lge:t" Qr her designee to negotiate and
renew the agreement .... ·!th i«(mnedy/Jenks Consultants at the end
of each year for a period up to a total of three years, th.-::
valu(! of which r~nowal shall not exceed $19,500 per year.
Respectfully 6ubmitted,
WILLIAM MrKS
Manager, Water Quality. Control Pla.nt
GLENN S. ROBERTS
Director of Publ ic Horks
Svv,0Jl<t. '7YI. S1rqjnj<
BERNARD M. STIl.OJNY
Assistant City Manager
Attachments~ Agreem~nt
CMR:273:94
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lLQ_JL!Ul MEN T
PROFESSIONAL ENGINEERING CONSIJLTANT SERVICES
SY AND BETWEEN THE CITY OF PALO ALTO AND
KENNEDY/JENKS CONSULTANTS, INC.
THIS AGREEHENT is made and entered into this • ________ . day of
,-:c::;--;::c=' 1994 I by and between the CITY Of' PALO ALTO. a
municipal corporation of California, hereinafter refe:t":t'ed to as
"CITY, n and KENNEDY/JENKS CONSUI,TANTS, lNC. (Taxpayer Identifica
tion No. 94-2147007). a California corpo!"atioll, with offices at
2191 Bast Bayshore Road, Suite 200, Palo Alto, CA 9~303*
hereinafter referred to as "CONSUI.lTANl"';
WHEREAS, CITY desires certain professional s€'rvices
hereinafter described; and
1'IHEREAS. CIT%' desires to engage C0NSm:rANT to provide
t',hese services during FY 1993·94 by reason of its qualifications
and experience for performing such services, and CONSULTAiH hC\s
offered to provide the rp.quired servi ces on the terms (llld in the
manner set forth herein; and
NOW, THEREFORt:, in consideration ot their rr,utual
covenants, the parties hereto agree as follows:
S E CTI..Ql'LL_o_"pJlJ'H1JT ,_Qj§
1. 1 .'-lTY
The term "City" as used in this Agreement sl,all mean and
include all,the territory lying within the municipal boundaries ot
the City of Palo Alto, California, as presently existing, plus all
territory ~hich [nay be added thereto during the term ot this
Agreement by annexation or otherwise.
The term J;City l.fanagBr" shall mean the: duly appointed
City Manager of the City of Palo Alto, Cal ifornia, or her
designated representative.
1.3 CITY ATI'<lRNI[i
The term ~Cit}' Attorney" ~hall mean the duly appointed
City Attorney of the City of Palo Alto, Califonlia, Qt-his
designated :cepresentative.
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'file ten" "City Clerk" shall mean the duly appointed City
Clerk of the City of Palo .Al to, California r or her de$ignated
representative"
The term "Risk Manager" shali mean the duly appointed
Risk Manager of the City of Palo Alto, California, or his designat~
ed representative.
1.6 ~C:r
The t.enu "Project" means the improvements described in
Exhibit "A" entitled "Scope of Work~ attached hereto and made a
part hereof.
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The City l-Ian.:lger shall be representative of CITY for a1 L
purposes under this Agl'eement. Bill Miks is designated as tile
PROJECT MANAGER for the City Manager r and he shall supervise the
progr'ess and execution of this Agreement, and shall be assisted by
Daisy Stark, P({OJECT ENGINEER.
2 . 2 £:.O.NSlIj,.T AN'!
CONSULTANT shall assign a single PROJECT DIRECTOR to have
overall responsibility for the progress and execut ion of this
Agreement for CONSUI~TANT. Deeb Eatsford hereby is designated as
the PROJECT DIRECTOR for CONSULTANT. He shall also be assigned as
PROJBCT COORDINATOR for CONSULTANT and shall represent CONSULTJ\N1"
during the d,ay-to-day work on the Project" Should circumstances or
conditions ~ubsequent to the execution of this Agreement require a
substitute PROJECT DrREC'I'OR or PROJECT COORDINATOR for' any reason
the PROJRCT DrRECTOR or PROJECT COORDINATOR designee shall be'
subject to the prior written approval of the PROJECT ENGINEER.
The scope of the Project to be executed by CONSULTANT
under the phases of the Basic Services deGcribed in Section 4.1 of
this Agreem"3nt, is as described in Exhibit "AM att.ached hereto and
made a part hereof.
Unless 9therwise indicated. CONSULTAN'l' shall perform each
task and accomplish each objective descxibed in Exhibit "A," IIScope
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of Work." CONSULTANTrs Basic Services shall be furnished as
described in Exhibit "An.
4.2 APJ1J:rION1IT,_.lli!.RVICIlS
CONSULTANT shall perfol-m or obtain any and all of the
following additional services, Ilot itlCluded (Jnder Basic Services,
if so auth.orized in writing by CITY, and shall be paid as provided
in Section 6 of this Agreement:
4,2. J Providing services as an expert. witness in
connect ion with any public hearing, arbitration proceeding. or
proceeding of a court of record.
4.2.2
CONS!!flTANT and his
Services.
Incurring travel and subsistence expenses for
staff beyond those normally l-equired under Basic
".2.3 performing any other services that may be
agl.-eed upon by the pcuties subsequent to the execution of this
J\greef:1ent.
Such services as defined in Exhibit "AM,
1.3_1 CONSUl.TANi' represents that it is qual ified to
fut'nish the services described under this Agl-eement, CONSUI.TANT
further declares that one 01" more members or employees of his finn
and that of its subconsultants~ if any, are licensed by the State
of California to perform their services and that these services
will be performed by them or under their supervision_ CONSUIJTANT
shall furnish to CITY for approval, prior to execution of each
task, a list of all finns or corporations to be employed as
subconsultants,
4'13_2 CONSULTANT states that it is aware of the
)-equireme:nts of the Americans with Disabilities Act of 1990. and
the Government Code and the Health and Safety Code of the State of
California relating to access to public buildings and accommoda
tions for pel-sons with disabili ties~ and relating to facil ities for
persons with disabilities. CONSULTANT shall comply with such
provisions in carrying out the term£ of this Agreement_
4.3.3 CONSULTANT shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSUhTANT are being performed in accordance .... ,ith the requJrements
and intentions of this Agreement.
5.1 CITY shall provide information regarding its requirements
tOt' the Proj E-ct.
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5.2 CITi' shall examine documents submi t ted hy CONSULTANT and
shall render decisions pertainin~ thereto promptly i to avoi<.l
unreasonable, delay in the progress of CONSULTANT's work.
5,) CITY shall f\lrnish iJlfonr'.ation as one in CITY's flIes or
are at its disPQsnli as listed in Exhibit -Aa,
S.4 If CITY observes or otherwise becomes awat:e of any fault
or defe<:t. in the Pl:oject or nonconfonnance with the contract
documents, CI1'\' shall give prompt written notice thereof to
CONSULTIINT.
5. So CITY shall fln:nish prompt.ly information requi red by
CO!ISULTAliT.
Payment sha 11 be l1".ade b}' CITY only for services rend~red
and upon fiub;nission in triplicate of monthly progress payment l-C
que~;ts. ~«;,h invoice shaJl be itemized as to the type of payment
described in this sectioll.
In consid.erat ion for the full perfofll\ancc of the Basic
Services and "reirrlJul"sable expenses desc:ribed in S(~ction 4..1 of this
Agre€'m~r\t. CITY agrees to par CONSUl.TANT a fee as established in
Exhibit /\, as establ ished in Exhibit A. not to exceed $19, sao" 00
annually for the servi<:es.
The amount of CONSULTANT's cornpensat ion shall be
calculated as set fO:t."th ill RxhibJt ilS", Schedule of Charges,
attached llereto, on a time and materials basis, up to the maximllm
amount set forth in this paragraph 6.1.
'6. 1. 1 .:2_\.!ru:..Qll~ __ \J __ t.J,.~n.t;...§," Fees for subconsul tants, llired
directly by,'CONSULTANT, shall be approved by CITY in advance of
incurring such fees.
Senrices
services
6.2.1
shall be
perfonr.ed.
fQr._~JM_li .. Lc;:...~~"?_e..I:Y..;i.J;_~3.. Payments for Basic
made in progress payments in proportion to
6 • :2 + 2 R_e_4Jt~.t i .9Ilft "
CONSULTANT's compensation on
danmges, or other sums withheld
No deductions shall be made fr-om
account of penal ty. 1 iquidated
from payments to contractors.
of
!l.EcrJQ1L3~: .. ~&Q§X';';;"~llli!L£QM£1,~.n ON
? . 1 :rI~_EIS OF 'til R E®!lNrdl
this
It is understood and agl"ccd that time is of the essence
Agreement, and that.. following receipt of Notice to
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Proceed, CONSULTANT ahall corTvnence .... ·Qrk: on ini t ial tasks of study
in accordance with the time schedule, if any~ in Exhibit -A-~ \oi'ork
on subsequent tasks shall proceed in accordance with said time
schedule.
CONSULTANT agrees to pet:"fonn the sel.-viccs w.ithin the time
limits set forth in Exhibit--1\-provided. hc· .. ·ev.eor I that any change
in the scope of services or other chaoges due to CI'i'Y's operating
requirements, or in connection with othel.· contractors O).~ consul.·
tants operations, may require a revised tirr.e table.
CITY agrees to exercise due diligencQ in pe~tol.mln9 its
tasks to implement CONSUL'rANT' 5 ti~ table.
Between each phase of ... ·ork there is a rE'v i.e ..... a.nd approval
period by CITY. CITY will exet-cise due dilig€>nce Lo cC':npletc these
tasks; howevet-, it is recogL1ized that tbe i nte~Telat~d exchange of
info:l1nation among CITY' 5 various dcp,1.l"trr.ents r .. :.i-;cs it :irrIPQssibl~ to
set a specific lime sched\lle. Nonn.a,llj', cITY's esti"'<"l.ted pe.riod of
review and approval will he furnished to cor;SUI,Th!,"T ."I.l U1e tir.':e of:
submission of each phase of ,",·o:d~.
In the event the services called tOt· under this Agreement
are not completed by CONSULTM"1' within the time specified, CITY
shall have the option to extend the time of ccrr,pletion. This para
graph does not preclude the recovery of damc1ges tor delay of eithe:r
party.
CITY may order major changes in scope O,l.-character of
\'Jork, eith~r decreasing or increasing the. amount of CONSULTANT's
services. In the event that such changes .are ordered, CONSULTAt-"l'
shall be entitled to full corrlpensation for all .... ork pet.-form.ed prior
to receipt of notice of change. Increased compensation tOl' major
changes shall, be determined .in accordance with Secl:ion 6 of the
Agreement, but in no event shall CITY be 1 ianle (or payrr,ent unless
the amount of such extra compensation shall first have been agI.'eed
to in writing by CITY.
In the event that major changes are or-de red pursuant to
this section, the schedule for pl.'ogress and compier_ion in Section
7 of this Agreement and compensation shall be adjust-cd by negotia~
t ion betlo-,'een CONSUI,TAN']' and CITY J subj eet to appt-oval J i f nec~ssary
by the Palo Alto City Counei 1.
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SECTION 9 • TERMINA'!:IillLQR '§Jl~I1IlNSroN...Q.L..!'JlR!U'NS?it
9 . 1 CANCBLlJITION I).Y..SQNS.\1.~T1\lIT
CONSULTM"T may tel"minate this Agreement o:r suspend work
on the Project upon thirty (30) daysl wrilten notice to CITY, but
only in the event of substantial failure of perfOI1MnCe by CITY or
in the event CITY abandons or indefinitely postpones the Project.
9 . 2 CANCBLlJI TIillL~L£!TI:
Without limitation to such rights or remedies as CITY
shall otherwise have by law~ CITY shall have the right to t~H"minate
this Agreement or suspend o,.lOrk on the proj ect". (or any rea.son. upon
fifteen (15) days~ written notice to CONSULTAN'i'i or irw11.ediately
after submission to CITY by CONSUr..·TANT of any completed i tern of.
service specified in Section 1 of this Agl"eCment. CONSlILTANT
agrees to cease all work t1l1der-this Agl-eemenL upon xecc ipt of said
written notice.
9. 3 ~QMPENSATLQli.Q)'~ONSlJI/rilJ'IT IN THE;
EVEN1' Qf ___ LE .. RHUU:\TIPN OF' 'l'!:U __ ~.~_GBgF.;_N_F;.tn·
In the event of termination of this Agl."eement 01·
suspension of work on the Pl-Oj ect by either CI1"{ 01.-CONSULTA/·rr,
CONSULTANT sllall receive compe.r:sat ion as follows:
9.:;.1 For approved items of service under Sect iOIl 4.
of this Agreement.:, compensation shall be in the amount outljn€d
under Section 6 of this Agreement for the items of sel-vice fully
performed by CONSULTANT.
9~3. 2 r'or items of service on which a notice to
proceed has been issued by CITY, but which have not been fully
completed and approved, CONSULTANT shall be compensated for said
setvice. in ?11 amount which bears the same ratio to the total t c€
otherwise rayable for the perfonnance of said service as the
service actually rendered bears to the total service necessa:t:y for
the full perfonnance of said item of service.
9.3.3 In no event shall the total compensatioll paid
in the immediately preceding pc:::ragraphs excecrl the payment
specified in Section 6 for tbe respective items of service to tIe
furnished by CONSULTANT.
9.3.4 Notwithstanding anything ill the preceding pal-a-
graphs, upon termination for fault of CONSULTANT, CITY shall be
obligated to pay for only that portion of the se1."Vice ",;hich can be
incorporated in the project.
Upon terminn,tioll of this Agreement: or suspension of ,",'ork
on the Project by either CITY or CONSULTANT, all duties of CITY and
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CONS UL-TANT , as set forth in Sections 4 and .5 hereinabove, shall
terminate.
Records of the following expenses pertaining to the
Project shall be kept by CONSULTANT .(lccording to generally accepted
accounting principles and shall be available to CITY at mutually
convenient times:
HJ.1 Direct personnel expenses, including consultant expenses.
(See Section 6 of this Agreement.)
10.2 Bxpenses pertaining to Additional Services. (See Section
6 of this Agreement.)
11.1 Subject to the provisions of Paragraph 11.2 below. the
original drawings. maps. plans, designs, records of survey. ~l'Ork
data, specifications, and other documents prepared b}' CONSUL·TANT in
the performance of this Agreement, although instruments of
professional service, are and shall be the property of CITY Nhethf'r
the Project for which they are made is executed or not.
11.2 Upon termination under Section 9 ot. this Agreement and
upon CITY's paYlnent of t.h:e amount required to be paid under the
same section, the originals and all dl"awings, calculations,
specifications and simila:t.· document.s become the prope:t.·ty ot. CITY.
and CONSUIJTANT shall transfer them to CITY upon request tlithout
additional compensation. CITY shall have the right to utilize any
complctetl or uncompleted drawings, estimates. specifications, and
other documents prepared hereunder by CONSULTANT; however, CITY
shall indemnify CONSULTANT against any loss which may be caused to
CONSUfJTANT by such use and reuse.
SSCTION 12 -lNTEKIiST_QJL~Q1':!SUI,TAN'r; CON~Y':rAN'Ln!!JEPEl'!
~QF CITY
In accepting this Agreement, CONSULTANT agrees to meet
all requirements .of the Conflict of Interest Code, including
completing the conflict of Interest [<'onn furnished bi' the CITY.
The form shall be signed by the CONSULTANT and shall be made a part
of this Agreement.
It is expressly agreed that in the performance 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.
CONSULTANT shall be responsible for employing all outside
consultants {sl1bconsul tants) necessary t.O aid CONSUI~Ti\NT in the
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per(ol:mance of t.he services listed in Section 4 of this A9n~ementi
provided, however. that all such subconsultants shall receive prior
approval of CITY in writing and shall remain accep':able to CITY
during the te:t..m of this Agreement.
CONSULTANT agrees to indemnify j defend and hold hannless
ex'}')', its officers~ agents and employees from any and all demands I
claims o Ot' liability of any nature, including death or injury to
an}' person, property drunag€ or any other loss, caused by or arising
out of CONSULTANT's, its officers' 1 agents' ~ subcontractors' or
E','nployees' negligent acts, errors. or omissions. or willful
misconduct I or conduct for ""'hich the 1 a",' imposes strict liability
on CONSUI.TANT in the perfoml3l1ce or failure to perform this
Agi'ec.r:(mt.
S_~f.:r lQtl_l_~. ______ =-~URANS:_~
1S.1 I4bJiJ:LI'fj' ____ Jt{SJ)glt~iC.t:;
1S.1.1 CONSUUfANT, at its sole cost and exvense, shall
'obtain and mailltain, in full t()rce and effect throughou"t the entire
term or tllis Agreerr.ent, the insur,:wr.:e coverage described in Exhibit
"e". at tdched hereto, insuring not only CONSUC ... TI\N'f and its
stlbcontra<;tors, if an}'. but also, with the exception of workers'
co.-npensat ion. employer's 1 iability, and professional 1 iabil ity
insurance, naming C1TY, its officers, agents and emploYEc-es, and
each of them. with respect to activities and services performad by
CONSUIJTI\NT for or on behalf of CITY under the provisions of this
AgX"l:!ernent as an i1.ddition instt:red,
15.1.2 Certificates of such insurance, preferably on
the fOl:.1.11S 'pl'ovid~d by CITY. shall be filed with CITi' concurrently
with the ex.ecution of this Agreement or, with CITY's approval,
within ten 0.0) working days thereafter. Sa id certificates shall
be subj.ect t,o the approval of the Risk l-lanagex and shall contain an
endorsement stating that said insurance is prirMry coverage and
will not be can'celled or altered by the insurer except after filing
..... ·ith the City Clerk thirty (3D} days' prior written notice of such
cancellation or alteration, and that the City of Palo Alto is named
as ~n additional insured (ex.cept in policies of workers' compensa
t ion, employe}.-' s 1 iabi lity, and pl-o!e~;sio!lal I iability insurance) .
CUl:::rent certificates of such insurance shall be kept on file at all
times during the term of this Agreement with the City Clerk.
15. 2 s;QRR!LC1TQlLQ.L-'\NL1UmOR$~9MrSS.!9N3~_!>'NJLAMBI'lUI'lTES
HL£QlITI<..Acr_DQC\1ME!J1ll.
Any errOl-S, omissions, or ambiguities in the contract,
documents which are discovered before the Project is out for bid
shall be corrected by CONSULTANT without cost to CITY, CONSULTANT
sel:."vices required to make changes in construction n~sult_ing front
errors, omissions, Ol:~ .ambiguities in the contr.act documents which
are disc-overed after the contract is awarded shall be performed by
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CONSULTANT without COSt to CI1'Y only insofar as they result in
unneccRsary or non-beneficial changes in ,construct ion. CONSIJLTAt'l'1'
selvices required to make, change~ in constl."uction resul t ing from
errors~ omissions, ox: ambi.9uities to the contr.act documents \I.'hich
are discovered-after t.he contract is awal-dcd shall be pe-rformed by
CONStn,TANT and shall be paid for by CITY -only insofaJ::' as they add
benefit to the construct.i.on ... ·Qrk.
CONSUL'l'ANT, by executlilg thiG A.greement. eel-tities that
it is aware. of the provisions of the l...ab<n' Code of the State of
California which reqUire ClV€l-Y err.ployer to be insun~d against
1 iabllity for workers' cO{T",pellsation 0).-to undertake self· insura,nce
in accordance with the Pfovlsions of th-.t (,ode~ .and certifies that
it will corrtpl~' wi!;:h such provisions before corr'''',encing the perfot:m
allee of the .... ·orK of' this Agreer;-,cnt.
The tm:rn9. cov.cnants, ilnd con(1i t ions ot this Agrc:ement
shall apply to, and shall bind. the Ilcirs. succe~sors, executors,
acirninistt'"ators, assigns. an.d :SU))COllt n\cto~'s -of both part ies,
SACT!91L JL,~_!;~lG N II11JJ.JTX
18.1 PF;RSQ~~YJC;'1;!LQf_r;QJ.iS94TJ"Yr
Both parties hereto recognize that this Agreement is tOt
the personal set'vices of CONSULTANT .and cannot be trans(ern;'d,
assigned or subcontracted by CONSUIJTJ\NT without the prior written
consent of CITY.
18 . 2 lililtYJl:~~!LQf.~Jil1l\CQ,'!S.!!.!.:rAELN!lL'flIEjJLF;Nfl&U~,'i
COr~SULTANT shall be responsible fOr employing or engaging
all persons,necessary to perfo.\:'m the ser ... ices oE CONSULTANT here
under. No subconsultant of CONSU~TANT "'ill be t·ec09nized by CITY
as such; rather. all s.ubconsul tants are deemed to he employeer> of
CONSULTANT, and it agrees to be responsible for their perfortfl.iJ.Jlce,
CONSUI,TANT shall 9ive its personal attention to the fulfillment of
the provisions of this I't.gn~err.el1t by a 11 of its employees and sub
consultants, if any~ and shall keep the WOl.-k under its contt-ol_ If
any cmploye(~ or subconsul tant of CONSU!.Th.'n fai Is or :cetuses to
carry out the provisions of this Agreement or appears to be
incompetent or to aCl in a disorderly or improper manner ~ he or she
shall be di:schal·gcd irrLOediately from the work under tbis AgreemEnt
on demand of CITY.
s_.e.<;rJ.Q)':t .. J.~_.,: R~ l.lJ.bN~.JL!!£..oN -PRO.f'}: 5~S.IQNAJ.I. .fLK ILl.. Q F
£:Ql'l~9"TA!IT
It is mutually understood and 3greed by and between t_hc
parties hereto that CONSULTA.NT is skillen .In the profession<,l
calling necessar-y to pe:t"torm the work agr-eed to be done hereunder
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and that CITY relies upon the skill of CONSUr ... TANT to do .and perform
the work in the most skillful manner, and CONSULTANT agrees to thus
pel.'form the work. The acceptance of CONSUL-)'J\lrr's h'ork by CITY does
not operate as a release of CONSUL'l'ANT from said obli9'ation.
The waiver by either party of any bre~ch 0)." violation of
any term, covenant~ or condition of this Agreement ot of any
provision j ordinance, or law shall not be deeme-d to be a "t.'aiver of
any other term, covenant, condit.ion, ordinallce, or lo .... ' or of ao>'
subsequent breach or violatioll of the same oi' of any other tenn,
covenallt. condition, oL"dinance~ or. law, 1'he sUbsequent acceptance
by either party of aHy fee or other money W111Ch may becor.-.e d'H.~
hereunder shall not be deemed to be a ~'tdvet-of any prect~ding
breach or violation by the other pa:t:ty of allY terr.l, <,'QVen.1Jlt, 01:.
condition of this Agreement or of any applicable 11\· ... or otdin,:Hlce.
No payment" partial payment ~ acceptancE', Or pan ial
acceptance by CITY shall operate as a .... 'aiver on the pan. of CITY of
any of its rigbts under this Agn:ement,
The prevailing party in any action brought to en[oL-cC" tile
terms of this Agreement or arising out of this l~gr('err:ent may
recover its reasonable costs and attorney lees expended in
cCr"il1ection with such an action from the other paTty.
SE~(1:!ON ~L:cJ!.ONj}JSCRININATION'-J't:"h":n
23 ~ 1 );JtFrY~9F CONSULT}\!IT
No discrimination shnll be made in the creployment oE
persons undt:r this Agreement because of the race, color, nationa.l
origin, ancest.l'Y, religion or sex of such person. If the value of
this Agree:meilt is, or may be, I<'ive Thousand DollarB ($5.000) or
more, CONSULTANT agrees to meet a.ll requi.rements of the Palo Alto
Municipal Code pertaining to nondiscriminati<ln in employment.
including complet.i.ng the ""Compi iance Report. ~ -Nond:i..scdminat ion
Provisions of City of Palo Alcc Contracts" on the tonn tu:rnished by
CITY and attached hereto as Exhibit "D" and ffi<:"1de a. pa.:tt he,t:eof by
this reference.
CONSULTANT agrc€s that each agreement for selvices tl-O!'l1.
indepencent providers shall contain a provision substantially as
follows:
"PROVIDER shall provide CONSUL/rANT "With a
certificate stating that he (or she) is cUl:.Tcntly in
cortlpliance with all Federal and State of Cal i fornia la'-!s
covering nondiscrimination in employment; that he (or
she) will pursue an aft irmat ive course of action as
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required by the Affirmative Action Guidelines of the City
of Palo Altoi and that he (or she) will not discriminate
in the employment of any persall under this contract
because of race, color, nat".ional ol"igin, ancestry, sex or
religion of such person."
23.2 pENALTY FOR .Q~lINATION
If CONSULTANT is found in violation of the nondiscrimina
tion provisions of 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 material breach of this Agreement. Thereupofl r CITY shall
have the power to cancel or sl,spend this Agreement. in whole or in
part, or to deduct from the amount payable to CONSULTANT the sum of
Twenty-Five Dollars {$2:5) foX" each person for each calendar day
during which such person was discriminated against r as damages 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 violaLion
of contract under this section.
If CONSULTANT is found in violat ion ot the nOrH.~ls
cl·iLlllnation provisions of this Agreement or the applicable
affinnative action guidelines pertaining 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, ill whole or in part, or to deduct from the amount
payable to CONSULTANT the sum of Two Hundred Fifty Dollars {$2S0)
for each calendar day during which CONS[]LT1u."IT is found to have been
in such noncompliance as da~ages for said breach of contract, or
both.
SECTION 24 ~ ARAITRATION
upon agreement of the parties any controversy or claim
ariSing out,' of.. or relating to this Agreement may be settled by
arbitration in accorQ.ance with the Rules of the American Arbitra
tion Association r and judgment upon the award rende~ed by the
P~rbitrators may be entered in any court h;;lving jurisdiction
thereof.
All notices hereunder shall be given in writing and
mailed, postage ptepaid, by certified mail, addl.-essed as follows:
~'o CITY:
I'Ti th a copy
to:
Office of the City Clerk
P. O. Box 10250
Palo Alto r eli 94303
Project Manager
To CONSULTJiNT: Attent.ion of the PROJECT DIRECTOR
at the address of CONSULTANT recited above
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JHl provisions of this P8·l'eement are expressly made
conditions.
This document represents the entire and integrated
agreement between CITY and CONSULTANT and supc:t."sedes all prior
negotiations, representations, and agreements, either written or
oral.
This document may be amended only by \llritten instrument.
signed by both CITY and CONSULTANT.
This Agreement shall be governed by the laws of the State
of California.
IN NITNESS .mEREOF. the parties hereto have executed this
Agreement the day and year first above written.
CITY OF PALO ALTO
~;ayor-----~~-------------------.
APPROVED liS TO FORM,
JI.PPROVED:
RIsk'--i--ianage-r------~ ~--.. ---~~
Attachments:
EXHIBIT ~A":
BXHIBrT "B":
I-~XUIBIT tic":
EXHIBIT "D":
SCOPE OF WORK AND IIDDITIOlJlIL TERMS
SCHEDULE OF CHARGES
IlJSURANCE
NOlJDISCRIMINATION COMPLIANCE FORM
,., .... ,-,;',
EXHIBIT A
SCOPE OF WORK and ADDITIONAL TEAMS
1. SCOPE OF WORK
Ths s<:opo 01 WQ/l( wilt consist of a number of engineering tasks associated with
~ Improvement prO/eCls at tho PALO ALTO REGIONAL WATER QUALITY
CONTROL PLANT, Work asslgnments, schadules, and fee will ba established by
1M PrOject Manager lor each pmlect and agreed by CtTY and CONSULTANT in
writing end Shall be doemed inwfporated herein and made a part hereof by
reler61lC<1, The lndMdu81 I'o'Olk assignm""ts may include, but not be limijed to, the
roYQ,,;ng:
• Ca!wtalions 10 determine the materiat, piping, concrete speCifications and
olher doslgn elements relaled to plan I modifications;
• Pleparation of final design drawing:; and speciffCations;
Consullatiol1 meetings to fOflTlurate ideas ana concepts for pfant
modifications and improvements;
• Reviewal calculalions, dosign drawings and specifications prepared by City
start or Ihir(l party;
• ConstrucVon Inspection and managemenl for plant modificalions and
improvements;
• Assislance In planning compliance aclions 10 meel emerging regulations;
2, TERM OF CONTRACT; RENEWAL
The t&'01 01 I his Agreement shalt be lor an initial period of three years from the
EtfectNo D~le, Tho EffectNe Dale shail be the Date 01 Execution of this
Agreement, On thalhird anniversary olthe Effeclivo Date and on each anniversary
of the EHeclive Dale thereafter, this Agreement shall be automalically renewed for
an addijiooel one year term unless .ilher party delivers notice to the oiller party
not loss than thirty days prior 10 the termination date of the then current term of
the Agreement that tile Agreement will nol be renowed, In add'ilion, Ih',s
Ag'eement may be either suspended or terminated pllrSUant 10 section 9 ollhe
Agroemant,
... END ...
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Client/Address' Koonedy'Jenko C""."lt&nt.
C::mlr8c..1/P(oposaf Dale'
Schedule of Chargos
Personnel Compensation
ClassFncaUoo
DtaftcrfTechnici.an
Desig&"1S<..'flKlt TechnJOan.
Eng;oee!·Sc:ieruisi. Grade ~.
Enoineer·$ci.eott<.>!. Grade 2,
£ngi.ocer·Sciefll:.s,. Grewe 1.
$enOl Enginecr·$oet\!is!
$uperviSr.g Eog~.~·s.,.'""1ro:os.I
P(il1C>pa~ru:tal1l '.
labofa:OI"")' Analyhl
Word PlOCn$()(
Noo· T ethn'ca!'
HOI . .v1y Rail)
SSQ
69
.68
. .8>
101
1!7
t26
13.3
!""·s
" Jl
.... rC'inuary 1. W9,~
·NOi"l·!echn:cal t:rr..r; I"'~ be c.hargN 0'1" k~' t:·~epJ.·a: :.r1 r' !t ... .;:,H, ;:",,' IO::;'.JY:~~ ,1~.j $ .'1',,;,,' ri13:C·(,.'!' arxJ
c.Ioes no~ app'~¥ 10 !Ou!':'.e adrr.r)..S~'Jr;,'C,t)~-e ,.;:t'o',:,1?-5
Tile abo .. '£' "',,"Uri}' Ra~es !-ix:lx'!e roorrna' (lr.d "".:i(:".:",' ({.-:.;,;; ~,_~~I, as I':-.;~-'it: cCPi no] ('O:'I\~T;;n.:-,,1.:0'"lc.,
pos!age al1d OHf(."; Su.P~"'~s.
Direct E)(penses
Reimbursernen/ !e." d;recl e.o:pen&f:5. a5 ksl..,.j to{'·v, .... l'''ptlJ~f('':! \:1 f,'y.~-{'-.::I0-" w:h Ir,e \\;}I;'. \\;1 t~ a! t::os.l
pl'llS len perC€nl IOf ilems such as.
a. MaPS, pho:Oi:Jraphs. rCpI'OOIJ.:::I>()(IS. pr':';:"')9. ('.:)lJf'O{YI€:f''Il r~t~!, <l..-..:1 -Sj:>e"0.1.1 ~~i~)-(l::; re~~c-,j to lhe: .... Of).-.
b. Constflams. soils eog;neefs. SlJr\.'e)~s. cr)l1l1a<:tOls, ar>1} O~hef (oul$--je H'f\',ees
c. Ren-l,tKi veh'.des. Icc ... ' pub'1C !raras.po:I.11""", ;];;-d 1(1:"50. trd\"~ 8r.-J k-bs.·~erxe
d. SpecifIC le'ecortlfilU(1:calioos -BOO (k-~\"cr.,. C/I;Hg.e:;
e. Special fees. inWfaoce. JX!rfl~:s. a r)(j !:ccnses aW.(".at>~-c 10 lhe v.';"'.
f. Oulside compv1er Pfocess~og. coropulal1()(l. and PI('f">f.clilf'1 r.rcoQlarns JX.'~C-h-3S:'l1/<x It'.c ~',-');k
Reimbursement for o ... mOO automol~.e-s. excepl !n . .l'Cks o .. ,d Icxr.-·v.hccl or:;'1;1 \'{',"l..:lt.-,S. u!oNl(l c')-{)nectic).rl
wilh lhe 'vo.'k "',;!I be altha rale of 35 1 per rnlC. The ra!c< 'or ,lfUC-\S And fcr .. r·,\tlCel d',.,.e veh'Ck-s Wll! t:e
$25 per .,jay and 4Qe per m~.a
ReimburSCm€'nt fex ~ of micl'OCOtnp'.JICfS w-fl be allhe t.l:e 0-.' S10 P€1 hovf. Re,rnburscrr.en! IOf use 01
compulerizw dIalling S)iS>!ems (CAOO) w,lJ be al the rale 01 $20 pel r-..;'_'I l(oT nl'UOCO(l\pu!er o.lS('(j
SYS!CfllS and $25 ~r hour fOl' nWl(;.()(npulef based sys,t('ms
Rale lor professional slalf fo< leg31 proce-ed'll19S ()( as e)(p€rl Wltne-SS-CS Vo"l.:1' be .al a rate QOC and one.half
limes the Hourly Rates specified aOOv-e
In·house Iaboralory analysis, sam~~~.g vehde. al)(l cquprnenl Ch;llg.oS. w,:1 be pel <.-urrcn\ rale SChedl)~
or spcda1 quotalion
Additional processir"lg charges 1...,11 be ado'ed for ~hN Ihc1n Slafldaro ''''-JI)'(:C D.1:Ci\.up documenlaloo
The for~r"lg Schedu!e o! Charges.s ~ncorporated into Ihe agreemcnl Iu-IrP' $('1';1((>$ provided. elleclivc
January 1, 1994 lhrough Ot,"cc;'nbcr 30, 1994, Alief Ot..'>.Ccmbel 30. 1994, If'o'.-oC-es \\i~1 refleel n1(; Schedu!e o!
Charges CUUSflIiy if) eUccl
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rt~. i!..«!~.!.~:.'i:gl:RTI.~I.C~TE'OF<INSURANCE 1~~~~r.·~1t.~~,~,j,~oIEpU:A~"',,"D~A~1~Feq,~o'1:~~~~~~~'~~~1 CONFf~S NO ItIGHTS UPON lt1e-C~fUIlICA.rE HOlor ... THIS (E~TIf~CA.U DEAl~Y. RfNT(:N e: ASSCX::IATCS O<>ts NOI A~£ND.IE)(JENO OR A\,IER THf COYE~A.~E Af10"~H) 8'1' Tm:
P.O. SOX 12675 ~.~o~t=K='::'~'~'~lQ~~~·~~~==~~cc
OAl('N". CA a •••• -•• " COMPAN'ES AFfOllOtlC COVEJ1AGE AT: CAVlb ECKMAN FAX: ~52-219J
510-016$-::1020
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KlnA.4y/Jenks Conl~lt.~ts,
Mlr.thon Plnl. 10th Floo,
303 Sec'ond Strut
'no
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Gen'J. & A~lo Li.~. Add'j In$'d, City of Plfo Alto, its o11i<.:.fI,. "SHIt" .. nd
e~pl~yees. Cover a:ge is PI bury in.s .. r In(.l.
, __ C:'N~,n.ulK>N, '"r?'", , , ' ,-.C • ___ ,_
5)«]1J .. o.(m OF lHE "'BOItfDES~&()rollCt:S Sf C~~ll~O&.fF()t:('HE
:: e-):~ ... hJN (l.tTE 1k[Rt;Or:. 1HE: OSSVN:; CO"'::>.H.y wu C' r: ~." '~
MH_ 30 D",Y$WI:,T rEN~ r-.-::[ TO rl'l'"CiRtlf:(:", r( H.1l[)€'H.H,.<£Or0 It<'!'.
Cjty of Plio Alto I" l[FT:a~-r"r t f(+O-MA'-+»~k;f.-Q.v.u·~~G 1>OIIeR
Atln: .Koreen KeJ j ehe r ;,: '1'9' ')ttl! »",,"0'''''' 11Q::~Y~"I,,{;ti1 '(gPP(.,t::::, • '1-'Eli
~;~~ :;~o:o~!O 9430> ~~·""""~~&A~IA;;S7Y_~;;"'.O.
L.::'A;;:e.;:Q.::":: . .:.'2,.:.:.'",,::.jO:::'"-I-,-··,,--,---~-,-,,=__________ . -~OUTKlN ItlO
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EXllIBIT D
C[I\'1'IFICA'I'ION of Nonol..discrimination: As suppliers of goods or services
to the City o! Palo Alto, the firm listed below certifies that it does
.' not discriminate in i ts e~ploY"lent with regards to race, religion, cresd
or national oriqin; t'hat it is in cOr.lpliance with 'ali Federal{ State and
local directives and executive orders regarding non-discrimi~ation in
e!Oployment; and that it agrees to demonstrate pas! tively and
aggressively the principle of equal opportunity in e~ploYQent.
The Bidder agrees specifically:
1.0 '1'0 establish or observe employwcnt policies which
affinlatively pro;::oote oppct:tunities for minorit}~ persons ilt all job
levels.
2.0 To communicate this pol icy to all persons concerned, including
all company e~ployeest cutside recruiting se.rvices, especially
those ·serving minority co~unitiest and to the tlinority connunities
at large.
3,9 To take affirnative st.eps t"o hire roinorjt,y c:;,ployees within
the cor.tpany.
Please include any additional information available regarding equal
opportunity employment pl.'ogra~s now in effect "",·ithin your company.
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'to'lI~t:rDCI']lOO'$1.U,