HomeMy WebLinkAbout0358.094"'Jne. 30. 1994
TIlE HONOI\ABI,R CITY COUNCIL
palo Alto~ California
~.a.l of lic;ueemento Jdth_O.lyi)3 ci rcu.ll..D ___ Int..et:wltional Rnn
Ie diD iTrQo. I DC for t he __ ,B.eg..1.s.1n.al..Jla.tru.:Jlu.al.it..y_CQnt.r..o~
.PD).l\lt i 00 ...2...r.e.yJmt.i.OD QeIWDiit rAliQJL£1:.oie.c.t.a
Me~er8 of the Council:
Thta rep0l.·t r-equests that Council approve and authorize the l-Iayor
to execute a9:L-een:ents ..... ith f>2lvila Circuits International in the
amount of $74,200 and Tech;liTron, Inc. in the amount of $75,000 to
conduct pilot pol) ut ion prevent ion projects to reduce coppl'.r and
nickel c..li9chal.-ge:d to San ~'rancisco Bay. f'unds al'e available in the
F'i 1993-94 Waotewater Tre ... trr;ent Cpel-atil19 Budget.
The Regional Water Quality Control Planr. is faced with stringent
new 1 irnits for discharge to San Pz'ancisco Bay fOl' copper J nickel
and other heavy metals. The Pollution Prevention Demo,natration
Project program k'ao initiat(!d to demonstrate new waste minimization
meaoures at il1dUf:ltl:ial facllitieo which use high strength coppel."
and nickel lJohltiona. These demonstration projects are being
implemented by means of agreements bet-ween the City and selected
businessos in t.he RWQCP service area. The control measures will be
developed on a pro~otype basic at these sites and then will be used
on a bxoader basis at other buslneBues throughout the service ar~a,
These agreements are neither bido nor consultant .selections. but
rathcl'" are unique negotiated 9pe~ial pilot projects on a one-time
basis. These specific studies were not envisioned at the time of
budget preparation and neither the Finance Con~ittee nor the Policy
and Services Committee was able to determine whether they wished to
review the selection. Therefore. they di.d not appeal.' on the annual
list of projectB for approval by eithel." Committee. Rather, the
selection w<:'<s approved by Council at thei r meeting on Nay 23, 1994
(CMR,290,4' '
CMR')58 ,94 -1-
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A pre1iminary list of 20 potential metal finishing (plating and
printed circ'uit boal'd) facilities within the service area of the
RWQCP was screened down to 6 candidate sites by statt. Only 2 of
tllo'Be 6 expressed interest in p:roceeding ,dth pilot projects.
Davila Circuits Int'.el.'natioTI.c,l and TechniTron~ Inc. wet:e both
.oelected, because they met the criteria fOt' the pilot projects
inchtding applicability of their proposed'control measureR to other
metal finishers in the service areas. eignific~nt metals removed
from discharges I and cost effectiveness' of the p.-oposed meaeut'es.
specifically, they both propose to demonstrate InncNative polhltion
prevention techniques on industt'ial processes. which can provide
useful information for related process lines and similar
facilities.
Discussion
The pilot projects involve !1iodific~tion9 to the printed circuit
board manufacturing Pl-ocesses at the t ... o Mountain Vie'", f.acilities,
1'he purpose of the projects is to demol1at ra.te new methods of
reducing water uoe and pollutant loadings which can be applied at
other facilities dnd other pi"oduct lines at these two facilitit'B.
The app:c."oach at the individual facilities is diffcl"ent.. TeclllliTron
~lill be installing a rotary and scroll etching S~'6tem thal will use
a conveyor designed with reduced obstructions to allow better
etching and prevent metals fl'om being carried ove:r to the rinses.
TechnirL'ron will also be additionally modifying this equipment with
squeegees and airknives S('I addition;)) metal wa£Jte will be reduced.
Davila will be replacing a plating line with a direcl rnetalization
process that will eliminate many waste genel"ating processes.
Bbth facilities will be validating steady-state rinSing methods and
installing electrowinning units to recover m~tal9 in a recyclable
form.
Enyironmental l\seeruunen.t.
Both projects are catf:'!gorically exempt fro:n the Ca"lifornia
F.nvironmental Quality Act {CEQA) Undel" Section 15301 of the CEQA
GuideLines.
ReCQIDroendationA
Staff recommends that Council:
1. Approve and authori~e the Mayor to execute the attached
agreements with Davila Circuits International in the amount of
$74,200 and Techni'i'ron. Inc. in the ar(!ount of $7S~OOO for
pollution prevention pilot projects.
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2, Authorize the City Manager or her designee to negotiate and
e-xecute amendments to the agreements for unexpected services
related to' or incidental to the scope of work or sel.-vices~ the
totnI" value of which shall not exceed $10,000 for each of the
two contracts.
Respectfully submitted l
PHILIP BOBEL
Rnvironmental Compliance Division
GLENN S. ROBERTS
Dtector of Public Works
~~~p-~ f.J~: FLEMING U ~~ Manager
Related CMR: 290.94
Attachments: Agreements with Davila Circuits International
TechniTron, Inc.
CMR,35B:94 -3-
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PROFESSIONAL ENGINEERING CONSULTANT SERVICES
BETl'lEEN TIIB eIn OP PALO ALTO MID
DAVILA .NTBRNATIONAL CIRCUITS, INC.
THIS AGRBBe.mNT is made and entered into this __ ~ day of
1~94, by and between the CITY OF PALO ALTO, a
municipal corporation of California, hereinafter referred to as
'CITY," and DAVILA INTERNATIONAL CIRCUITS, me. (Taxpayel'
Identification No. :94-2350001), a California corporation, with
offices at 2420 Charleston Road, Mountain Vlew~ CA 94043,
hereinafter referred to as nCONSULTANT" or IIDle!;-
WHEREAS J CITY desires certain prof-essional consultant
services hereinafter described; and
WHEREAS, CITY desires to engage CONSULTANT to provide
these services by re-(lson of its qualifications and experience for
perfo.nuing such services, and CONSUL'l'ANT has offered to provide the
required services on the terms and in the manner set forth herein;
NOW, THERBFORg, in consideration of their mutual
covena~ts, the parties hereto agree as follows:
1.1 CITY
The term "City" shall mean the City of Palo Alto,
California.
'rhe term !lCity ~.ana!1er" shall mean the duly appointed
City ~~nager of the City of Palo Alto, California, or his or her
designated representative.
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The term -City Clerk" shall mean the duly appointed City
Clerk of the City of Palo Alto, California, or hi!:: or her
designated representative.
'The telm -Risk t1anagCl.·· shall mean the duly apPointed
Risk "sa.nager of the City of Palo Alto, California, or his or her
designated representative.
The term ·project" shall mean the services and
improverr,ents. if any. described in Hxhibit A entitled "Scope of
Project,· attached hereto and [nade a part hereof by this reference.
2.1 !:JYX
The City Manager shall be representative of CI'l'Y for all
purposes und(n: this 1l.9x.-eem~nt. Phil Bobel io designated as the
Project Manager for the City t>'anage.l", and h~ shall supervise the
progress and execution ot" this Agreement, and shall be assisted by
Janiee Buswell, the Project Engjne~l·.
CPNSUI,TAN"r shall assign a single Project Di:t."ecto'[' to have
overall responsibility for the progress and execut:.ion of this
Ag~·eement for CONSULTANT. Robert Davila hereby is designated as
the Project.: Director for CONSULTANT. Should circumstances or
conditions SUbsequent to the execution of this Agreement require a
substitute Pl"oject Director or Project Coordinator for any reason
the Proj ect Dik"ector or Project Cool"dill8tor designee shall be
subject to the prior written approval of the Project Manager.
The scope <If the Project to be executed by CONSUI~TANT
under the phases of the Basic SelVices described in Section '-1.1 of
this Ag.reemant j and the time schedule for the project. are
described in Bxhibit A.
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unless otheJ:wise indicated~ CONSlFLTAlIT shall perfonn each
task and accomplish each objective described in Exhibit A.
CONSULTANT' B Basic Services shall be flirniElhed as described in
'Exhibit A.
4..2.1 CONSULTA1'T l:epl-esellts that it has the
expertise and professional qualifications to furnish the services
descl.-lbed under this A.greerr.erlt. CO~~SULTMJ t\lrther. declares that
one or more rr.embers or employees of its fim and that of its
sllbconsultants, if any. are \icell!::ed b)' the State of Califol:uia to
perforM their services and that these He.-vices .... ·ill be perfo'l"IT,ed by
them or ~nder their supervision _ cousur.TA.¥r sn<\U furnish to CITY
for .e.pproval, pr'ior to execut ion ot this A!=p:eerr.c'nt, a list of all
finns or corpol-ations to be ei:\-.ploy.c.d as subcol1sult.ants.
4 _ '2.2 COUSUI.TMrr states that it is awa:n? of the
requirements of thE! federal Arr.er.icans ",·lth Disabilities Act of
1990, and the Govenl!nent Cod~ an(i the Beal ttl and Safety Code of the
State of Ca~it:ornia, relating to access to public buildin9s and
accommodations for disabled persons, and reli\ting to facilities for
disabled persons. CONSULTANT stlall co:nply with such provisions in
carrying out the tenms of this ~greement.
4.2.3 COUSUI,TANT shall ~uk.-nish CITY with every
reasonable opportunity [or CITY to asoe::ertain that tho services ot
CONSUfJl'ANT are bein9 parformed in accordance with th~ xequit"€fnents
and intentions of thi& Agreement.
5.1 CITY shall provide full information regarding its
requirements for the Project.
5.2 CI1'Y shall examine documents submitted by CONSULTANT
and shall render decisions pertaining thereto promptly, to avoid
unreasonable delay in the progress of CONSUI.TANT's wor:k.
5.3 CITY shall fUrnish all such relevant info:rma.tion as
are in CITY1s files or are at its disposal .
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5.4 The services, information, sm.veys and l.'C!ports
required by paragraphs 5.1 and ~. 3 inclusive shall be furnished at
CIT~'S expense, and CONSULTANT shall be 0ntitled to rely upon the
accuracy thereof.
SECTION L-: P?YMEN'~
Payment shall be made by CITY only for services rendered
and within thiX"ty (30) days of submission in triplicate of monthl):'
progress 'payment requests. Each invoice shall be itemi:?ed as to
the type of payment described in this section.
In consideration for the full perfol."1"Mnce of U.le £hlsic
se:evices and reimbursable expenses described in Section 4.1 of this
Agreement, CITY agrees to pay CONSULTAN1' a fee not to exceed
Seventy Four '1'housand Two Hundred Dollars ($74,200.00).
6 .1.1 .sJ,(Q~Q1L$JJJ-_tcoi:ill..t;._~. Fees for SUbCollsultants,
hired directly by CONSULTANT, shall be approved by CITY in advance
of incurring such fees,
6.1,2 f'Qr __ Ut..r..i,l-.Ji~~lli!JW"s.. Payment tor
extra work or changes in the WOl"k not initiated by CONSUl/fAN1' arid
authorized in writing by the Project to'i".anagel-shall be rnade ..... ithin
thirty (30) days of submission b}' CONSULTANT of a statement in
triplicate of itemized costs covering such work:. Prior to
commencing such extra ",'ork 01." changes, COUSUL'tANT and CITY shall
agree upon an estimated not-to-exceed cost tOl' such extra work. In
no event shf:lll CONSULTANT he paid fOl' design '<fOrk: or change' o1.-der
preparation which is necessary because of CONSULTANT's err.ors or
oversightu,
6.1.3 QaLcuI3tio_!LQ.L!ltJ~ect PersQnn~ __ "~.x.lWJ!M.
Direct personnel expense of employees engaged on the Project by
CONSULTANT shall include only the work of architects, engineers~
designers, job captains r draftspersolls, specification wl-iters and
typists l in consultation r research and design, in producing
drawings, specifications al1d other documents pertaining to the
Project, and in services during construction at the site. rncluded
in the cost of direct personnel expense of these employees axe
salaries and mandatory and customary benefits such as statutol),
employee benefit3 1 insurance, sick leave, holidays and vacations~
penSions and similar benefits.
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6.2 PAYMENT SCHEPlJLfl
6.2.1 .E.2L-Hg,sic Service~.. Payments for the
Basic Selvices shall be made in progress payments in proportion to
services perfonned in accordance wit.h Exhibit B. "Pay Schedule,"
attached hereto and made a part hereof by this reference.
Final payment shall be made by CITY after CONSULTANT has
submitted all required products and reports and received approval
thereon from CITY.
6.2.2 ~ktions. No deductions shall be Made
from CONSmJTANT'g compensation on account. of penalty. liquidat.ed
damages, or other sums withheld from payments to contractors.
6 • 2 . 3 EiJ.-Yffien t Un Q tL fut~R...n$..MHL QKj\hru)d onmf;!n1_~Q.(
.~~. If the Project is suspended for more than three (3)
months or abandoned in whole or in part, CONSULTM7 shall be paid
its comp~nsation for services performed prio2;' to :ceceipt of written
notice from CITY of such suspension or abandonment, together with
additionnl and reimbursable expenses then due. If the Project is
resumed after being suspended for more than sixty (60) days~ any
change in CONSULTA.'fi" s compensation shall be subject to renegotia.·
tion and, if necetJsary, approval by the Palo Alto City Council {the
"City Council II). If this Agreem-ent is suspended or terminated for
fault of CONSULTANT, CITY shall be obl.igated to compensate
CONSULTANT only for that portion of CONSULTANT'S selvices which are
of benefit to CITY, as such determination may be made by the City
Manager in the reasonable exercise of his or her discl'etion.
SECTrON 7 ~OGRESS 1WD COMPI,STrOIl
The term of this Agreement shall commence upon its
execution by CITY. Following receipt of a Notice to proceed,
CONSULTANT shall commence work in accordance with the time schedlile
set forth in Exhibit A. Work on subsequent tasks shall proceed in
accordance with the time schedule. The parties hereto agree r.hat
t~me is of the essence of this Agreement.
7.2 :rIME OF CQ!o1P!J\TION OF _$llRvrCRS
CONSULTAN1' agrees to perfo:rm the services within the time
limite set forth in Exhibit A provided, however, that any change in
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the scope of services or other changes due to CITY's operating
requirements, 0.1< ill connection with other contractorr,' or
consultants' operations, may require a revised time table.
CITY agr~e8 to exercise due diligence in performing its
casks to implement CONSUL'l'ANT's time table provided under Exhibit
A.
7.3 RXTEN$ION..Jll'_TIMf~Qf..s.QJ:IPLETIQN
In the event the services called for under this Agreement
are not completed by CONSULTANT 'Within the time specified, CITY
A!H\ll have the option to extend the time of completion. This
paragraph does not preclude the recovery of damages for delay of
either party,
CITY may ox:der major changes in scope or character of
.... ·ox:k, either decreasing or increas ing the amount of CONSULTANr' s
services, In the event that such changes are ordered. CONSULTANT
shall be entitled to full compensation for all work perfom,ed prior
to receipt of notice of change. Increas'ed compensation for major
changes shall be dctennined in accordance with Section 6 of the
P.greement, but. in IlO event shall eI'l'i' be liable for payment unless
the am01Jnt of such extra compensation shall first have been agreed
to in writing by CITY.
In the event ~hat major changes are ordered pursuant to
this section, the schedule for progress and completion under
Section -7 o.f this l'.greement, and compensation under Section 6 of
this Agreement, shall be adj'Jsted by negot.iation between CON'SULTANT
~nd CI1~, subject to approval if necessary by the City Council.
CONSULTANT may terminate this Agreement 01< suspend work
on the Proj ect by providing thirty (30) days' written notice
thcI-eof to CITY. but only in the event of Substantial failure of
performance by CITY or in the ~vent CI'I'Y abandons or indefinitely
postpones the Pro;ect<
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Without limftation to suell rights or remedies as CITY
sha,ll otherwise have by law, CITY may telminate this Agreement or
suspend ~·ork on -the Project with or without cause, by providing
fifteen itS) days' written notice thereof to CONSULTANT, or
S",,,,,diately after submission to CITY by CONSULTANT of any completed
item of service specified in Section 4 of this l,greement.
CONSUI/rA.~ agrees to cease all work under this Agreement upon
receipt of said written notice.
9. 3 !:9.'l!,Ji1'-~i\.nQtlJf_. CONSULTI\~"T It! TilE ...!>'Lll.tIT_QE
:l.'£Jl.!1JllAn9.N..J£. J·lU~_i\.'b'!E_~M!ll;:r
In the event of terminal ion of this Agreement or
suspen~ion of ""0)::)( on the Project by either CITY or CONSUhTM"T aE
provided hen~in< CONSUi:rM7 shall receive co::npensation as follows~
9" 3.1 ror approved items of set"vice under
Section 4 of this P.9~i"err,ent. compensation shall be in the amount
outlined \J11oer' Section 6 of this Agreem~mt fot' the items of service
fully performed by CONSULTA.NT.
1).3.2 10'01:' iteres of service on which a Notice to
P~ocep.d ha~ been issued by CITY, but which have not been fully
compluted and approved. CONSU[ITANT shall be compensated for the
service in an amount which bears the same ratio to the total fee
otherwise payable for the performance of the sen'ice as the service
~ctunlly t·en.~ered bears to the total se:t:vice necessary for the full
pcrfor.rrance of the ,item. of fH~l-vice.
9.3.3 In no event shall the total compensation
paid in the im;nediately 'preceding pa'ragraphs exceed the payment
specified in Section 6 fol.' b~le respective items of service to be
furnished by CONSULTANT.
9.3.4 Notwithstanding anything in the preceding
paragraphs, upon termination for iault of CONSULTANT, CITY shall be
obligated to pay for only that portion of the service which can be
incorporated in the Project.
lipon termination of this Agreement or suspension of work
on the Project by either CITY or CONSULTANT as provided herein, all
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duties of CITY and CONSULTANT, as set forth in Sections 4 and 5
hereillebovc , shall termillate.
Records of the followin9 expen":3cs. pertaining to the
Project shall be kept by CONSULTANT in accordance with generally
J:'ccognized accounting principles and shall be rr .... lde available to
CITY at mutually convenient times dUl"ing the term o( this Agl"ecfI1.ent
and for three (3) years follo\-!ing the tenr.irHltion of this
Agreement:
Direct pe::l:sonnel expenses, illcluding consultant expen~e3 ..
(See Section 6 of this Agreement.'
Subject to the pl-ovisiotl$ of paragl.:aph 11.2 below, the
final summary :t"eport as described in Exhibit A (which shall include
all the infO}::mation about the PI"oject. such <IS t.he design. metals
reduction process, description of needed equip:r.ent. costs,
implementation issues and general efCet:tivenessl. and, any other
documents prepar.ed by CONSULTANT in the p~r!onn.anc{! of this
l\..greement. although instrtLments of professional service~ i\l.'e cmd
shall be the property of CITi' whether the project for which they
are made is ext!cuted or not.
Upon terrn;.nation under Section 9 of thIs A.greement and
upon CiTY's payment' of the amount required to be paid \lnde)." same
section, the final summat-y report and all other similar documents
shall become the property of CITY, and CONSULTANT ahal L lransfer
them to CITY, upon request. without additional co;npensation. CI'fY
shall have the right to utilize for any purpose, including to
transmit to other public or private individuals Of entities fOl
their use, the completed or uncompleted report and any other
documents prepared hereunder by CONSUl/rANT.
gcr ION " ____ , __ Im:?RE~J:_QE~Ql!_'ill('[(N!T,~S.vlLThNJ:
~ND8NT._OF CITY
In accepting this Agl'eement. CONSUI~1'ANT covenants that it
presently haF. no intel-est. and shall not acquire any interest,
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direct or indirect, financial or otherwise I which would conflict ill
any manner or degrep. with the performance of the services her~~
under. CONSU[,TANT further covenants that. in the pexformance of:
this Agreement,-no subcontractol' or person having such an interest'
shall be employed. CONSULTANT certifies that no one who has or
will have any financial interest under thi$ Agreement is an officer
or employee of CITY.
It is expressly agreed that in L:he perfonnance of the
professional se~"Vice9 required under this Agreement CONSUIJT,M"'T, and
any of its subconsultants or employees, shall at all times be
considered independent contractor.s and not agents or employees of
CITY.
CONSULTANf shall be responsible for employing all outside
consultants (subconsultants) necessary to aid CONSUL1'M"T in tbe
performance of the services lh:ced ill Section <1 of this Agl.-ee:r.E'nt;
provided r however, that all such subconsultants shall receive prior
approval of CITY in writing and shall remain acceptable to CITY
during the ter.m of this Agreement"
SECTION 14
CONSULTANT agrees to protect. indemnify, defend a.nd hold
harmless CI'r¥, its Council members, officers~ agents and (,f"ployces
from any and all demands, claims, or liahility of allY nature,
including death or injury to any person, prope:rty damage or -any
other lO$5~ caused by or ariSing out of CONSULTANr's. its
officers r , agents', subcontractors' or ell'lployees' negligent acts,
errors, or omissions, or willful misconduct r or conduct for which
the law may impose strict liability on CONSULTANT in the
performance of or failure to perform its obligations undJ;!t-tllis
Agreement.
15.1 INSURANCE COVERAGE
CONSULTANT, at its sole cost and expense, shall obtain
and maintain, in full force and effect throughout th(.; entire term
of this Agreement, the insurance coverage described in Exhibit "C"
to this Agreement, attached hereto and made a part hereof by this
l"eference, insuring not only CONSULThNT and its subcontracto:n:::k if
allY. but also. with the exception of workers' compensation,
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employe:r's liability and professional liability insurance, na.rning
as additional insureds CITY, its Council merr~ers, officers, agents
and employees, and each of them, concerning this Agreement and the
Project.
All insurance coverage required hereunder shall be
provided through carriers with a Best rating of A:X or higher that
are admitCed to do business in the State of California. Any and
all subcontractors of CONSULTANT IJnder this Agreement shall obtain
and maintain, in full force and effect throughout the telm ot' this
Agreement. identical ins\lran~e coverage, with CITY named as
additional insured under such policies as required above.
15.2 li'llIUllifJl_Q!' HlSURANCE
Certificates of such insurance, pt'eferably on the forms
provided by CITY, shall be tiled with Crry concurrently with the
execution of this Agreement. The certifi<:ater; shall be subject to
the a.pproval of the Risk l·lanager and shall contain an endorsement
otating t~at r~he insul'ance is primary coverage and will net be
cancelled or altered by the insurer except after filing with the
City Clerk thirty (30) days' prior written notice of such
cancellation or altel'ation, and that the City of Palo Alto is named
as an additional insul"ed except. in policies of workers'
compensat:ion, employer's liabil ity, and professior.al liability
insurance. Current cCl·tificates of such insurance shall be kept on
file at all times durillg the "term of this Agreement with the City
Clerk.
15.3 NO LIMIT OF llL~~lYX1X
The procuring of such required policy or policies of
insurance shall not be construed to limit CONSULTANT" s liability
hereunder nor to fulfill . the indemnification pl'ovision and
requirements of this Agreement under Seet".ion 14 hereof"
Notwithstanding said policy or policies of insurance, CONTRACTOR
shall be obligated for the full and total amount of any damage,
injury, 01." loss caused by the services performed under this
Agreement, includiIlg after the l\greement has terminated or expired.
~IQN 16 . WORKERS' CQMP8NSA~~
CONSULTANT, by executing this Agreementj certifies that
it is aWal"e 'of the provisions of the Labor Code of the State' of
California which require every employer to he insured against
liability for workers' compensation or to undertake selt-insurance
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in accordance with the provisions or that Code, and certifies that
it will comply with such provisions befor.e corrmencing the
perfollTiance of the W01"k under this Agreement.
CONSULTANT Ilgrees to permit CITY to audit, at any
reasonable time during the term of this Agreement and for three (3)
years thereafter, CONSULTANT's records pertaining to matters
covered by this Agreement. CONSULTANT further agrees to maintain
such reco:rds for at le.Jst three (3) years after the termination of
this Agreement ~
T'ha tellTlS, covenants; and conditions of this Agreement
!)ha.ll apply to~ iHld shaU bind, the heirs, successors, executors,
acirflini9trators, assigns, and SUbcontractors, as the case [lV"lY be, of
both pal"t ies.
Both parties hereto recognize that this Agreement is for
the parsor.al services of CONSUr.TANT and cannot be transferrC!d,
assigned or subcontracted by CONSULTANT without the prior ',lritten
consent of CrT~{.
CONSULTAtIT shall be responsible for employing or engaging
all perso~s necessary to perfonn the services of CONSULTANT
hereunder. No subconsultant of CONSULTANT will be recognized by
CITY aB such; rathe"c, all subconsultants al.~e deemed to he employees
of CONSULTANT. and it agrees to be responsible for their
perfonnance. CONSUL1'Ml' shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of its
employees and sub~consultants, if any, and shall keep the work
under its control. If any employee or subconsultant of 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
fl\anne:t·, he or she shall be discharged immediately from the work
under this Agreement on del"ll.and of CITY.
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SIKT_J;.Qll ,.2Q....:JJ3.J.,J:Al!-"lU!l'Q!U'.l!QE~,s.l! I Ot!J\L mu1J"Q£
-"91!Sl)Jll'.em:
It is mutually understood and agreed by and between the
parties hereto that CONSULT1.NT i8 skill<d in the protessional
calling ncceaBa~ to perform the work agreed to be done hereunder
and that ClTY reUes upon thO skill o( CONSULTANT to do and perform
the work in the most skillful manner, and (''ONSLPLTANT agrees to thus
pertorm the ",,·oJ;k. The acceptance of CONSUUfAN1v '5 work by CITY does
not operate as a release of CO~SULTA~r from the obligation.
The waiver by either party of an)' bl"each or violation of
any term, cQvenant. or COf1dit ion of this Agree-rr:ent or of any
pt'ovisions of any ordinance Qr la .... shall not be deemed to be a
waiver of any such tenn. cov(!rJ.:mt. condition. ordinance, or la· .... or
ot any sUbsequent In-each or violat ion oC the sarr',e or of any other
tenn, covena.nt, cond.i.tion. ordinance or law. Tile E;o.Jbsequent
acceptance by eith.er pao:ty of any fee or otller money w'hich !nay
become due hereunder shaU not be deef:'ied to be a waiver of any
preceding brea.ch or violat ion by the other party (If any term,
covenant. o::r: condi tion of this A9"reci"Jmt or of any applicable 1 a",'
or ordinance.
No payment. J><;"lrtial payment. acceptance. or pal·tial
acceptance by CITY shall ope~&te as a ~aiyer on the part of CITY of
any of its rights under this Agreement.
The prevailing party in any action brought to enforce the
terms of this Agreemellt or ariSing out of tllis Agreement may
recover it.s reasonable costs and attol-neys' fees expended in
connection with such an action frow the othel.-party.
24.1 P-lITY OF CONSlIlLrAtIT
No di9crimination shall be made in the employment of
persons under this Agreement because of the age. race, color,
national origin, ancestry, religion, disability, sexual pt'eference
or sex of such person. If the value of t.his Agreefl'l,ent in, or may
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be, Five Thousand 'Dollars '$5~ I')OO} or filore. CONSUl.TANT agrees to
meet all requirements of the palo Alto Municipal Code pertainin9 to
nondiscrimination. in ernploymellt~ including completing the
"'Compliance Report -~Nondiscxlmination Provisions of City of ~alo
Alto Contracts" on the fODm furnished by CITV r attached hereto as
Exhibit liD" and made a part lHn'eof by this refet"cnce.
CONSULTANT a9rees that each agrcp.m:ent for services frorn
independent providers shall contaiu a provision sub9tanti~11y as
follows:
"Provider shall provide CONSULTANT 'Wi th a
certificate stating that he (or ~he) is
currently in compliance with all lo'ederal and
State of California laws covering
nondiscrimination in employment; that he tor
she) will pursue an affirmative cour~e of
action as required by the 1i.ffi:rrnative Action
Guidelines of the City of Palo Alto; and that
he (or she) will not discriminate in the
employment of any person under tllis contracl
because of the age, race, color, nalional
origin, ancestry, religion, disabil ity, sexual
preference or sex of such person.
If CONSULTANT is found in violation of the
nondiscrimination provisions of the State of California f.'air
Empl,::.yment Practices Act or similar provisions of federal law or
executive qrder in the performance of thia Agreement. j.t shall
thereby be foun(1 in material breach of this Agreement. Thereupon,
CITY shall have the power to cancel or sUBpe'nd this A.greement, 11),
whole or in part, or to deduct. from the arr.ount payable to
CON'SULTAN'T the sum of Twenty-Five Dollars {$25) for each person for
each calendar day during which such person was discriminated
against l a,s damages for said breach of contract. or hoth. Only a
finding of the State of California Pair E'mployment Practices
Commission or the equivalent federal agency or office!' shall
constitute evidence of a violation of contract uncter this section.
If CONSULTANT is found in violation of the
nondiscriminat.ton provisions of this Agreement or the applicable
affinnative action guidelines pertaining t.O this Agreerr.ent,
CONSULTANT shall be found in material breach of this Agreement.
Thereupon, CITY shall have the powel.· to cancel or suspend this
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Agreement, in whole or il1 part, or to deduct from the amount
payable to CONSULTANT the surn of Two Hundred Fifty Dollars ($250)
fot" each calendar day duX'ing which CONSULTANT is found to have been
in such noncompliance as damages for breach of contract, or both.
Upon agreement of the parties any controversy 01" claim
arising out of or relating to this Agreement may be settled by
arbitration in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered by
the Arbitrators may be entered in any court having jurisdiction
thereof.
~ION 26 -NQTICB~
All notices hereunder "shall be given in N"rit.i..ng and
mailed, posta~e prepaid 1 by certified mail~ addressed as follows:
TO CITY: Office of the Cir,y Clel"k
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Attention of the Project DiJ':"ector
at the address of CONSULTANT recited above
All provisions of this Agreement are expressly ma.de
conditions.
This document represents the entire and integrat",ed
agreement between CITY· and CONSU[,TANT and supersedes all prior
negotiations, represent(\tions, and agreements, either written 01"
oral.
This document may be amended only by written instrument,
signed by both CITY and CONSULTANT.
This Agreement shall be governed by the laws of the State
of California.
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IN' WI'l'NESS WHRREOP, the par'ties hereto have executed this
Agreement the day and year first above written.
CITY OP PMO ALTO
A'1'1'BS'I'r
APPROVi!D AS '1'0 FORM,
APPROVEDs
Director ot Pinance
Director of PublIc Works
JUsk Manager
Attachment.s:
EXHIBIT l1li1\101
SXHIBtT fiB"
nXHIBIT "C"
EXHIBIT "Dn
DAVIt.A
INC.
SCOPE OF PROJECT
PAYMENT SCHEDULE
HlSURANCE
CIRCtJITS
~ONDISCRIMINATION COMPLIANCE FORM
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CBR'l'XPlCA'I'B OP ACIQIOIILI!DGMBNT
(Civil Code § 1189)
STilTE OF &.!l#r///~~ __ . _______ _
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COllN'tV or'.~..L«& ___ _
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, On'V:hd P~ /f"J' , hefore me,,4//b./tf?t5t#-K
_h. _,, _____ ~:a not""l~pUbflii' 1,0 and for saidCounty, personally
appe.,rcd ....,.ap.1t'lY Q~p/!L __ h_' __ _
.......,.. _____ ~ __ 21 personally known to mo (or pr,oo"'yC:eC:d"t--:o:-Cmc-.~-oC:n:-Ct"hce~· basIs of
e-athlfactory ev.\dence} to be the parson(sl whose narne (8) is/are
Bubac:t"lbed to the within inatrurM!nt. and ackndwledged to me tllat
he/she/they execUted the same in his/ her/theil.-authorized
ca:pacityCles), and that by his/Ilel'/their signature (s) on the
instro.ment the p~r8on(8). or the entity upon behalf of which the
IH:tX"son{s) acted, executed the inatnlmeJlt.
wrTI~ hand and official se.l. ~~~-~~--~--
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CERTIFICATE OF J\CIQ!ONLED~'MENT
(Civil Code § 1189)
STATE OF __ , __ .. , _. __ ,.,.,_,, ____ I
)
COUNTY OF "I
On ____ ..
. 73~--' a nota,'y public appeared
-:-::""""",,.,--,-' pe r sona 11 y kno ..... n to. i:c'-l"(;"i'--pi<)vea.-~t-o-rr.-e on -t"i1e---b-isrs--O:!
satisfactory evidence) to be th"1' person{s) ,whose narr,e Cs, is/are
suhscribed to the within inst).;wr;e!nt, and ackno';dedScd to r:-;e that
he/she/they executed the same In his! her-/tneir ':'l1thorized
capacity (ies) ( and that by his/hcr/thei r signotu.re rs) on the
instrument the person/s), or the entity llpon behalt ol 'Piilich tllCt
person (s) acted, executed the instrument.
WITNESS my hand and official s('al.
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Exhibit A
SCOPE OF PROJECT
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1. INTRODUCTION
The December 1992 SlImmary Minimitalion Audits for 'he City of Palo (1992 Summary)
concludes tllat DICI could red!Jc. Ihe generation of copper by 76%,and wastewater
volume by 50%, by mocifying existing production processes. After adding costs for
process·engineering to the 1992 eSlimates, the overall payback for waste minimizalion
without recycling is approximately 4.8 years.
In addition 10 existing processes, DIC! management has concluded that some emerging
technologies are applicable to their products, and could reduce waslewater volumes and
loads with appropriately designed production lines (e.g. with dragoul and cascaded
dnses). In varticular, Dlel would like to evaluate the replacement of the Cuposit lin.
(eleclroless copper) with a "Direct·Metalization" process. This would eliminate Ihe
cleclroless copper process and many intermediate processes, and could reduce the volume
of wastewater generated by DlCI.
This scope includes the following major elernenlS:
1. Conversion of the Cuposit line to Dircci MelaJization, including
optimization of lhe micro-etch rinse.
2. Reduction of metal load and wastewater volume from the Oxide line micro
elch, as described in Ihe 1992 Summary.
2. APPROACH
2.1. Organiz.3lion
DICI will manage the demonstration projee<, and will assig" tasks to Applied Waste
Minimization as described in Ihe Scope of Work. Applied Waste Minimization will
perronn most of the measurements a'nd !ests, and summarize the results,
2.2. Direct Melalization
Direct metaJizalion eliminates the need ror electroless copper plating and worker exposure
to formaldehyde (the reducing agent in electro Ie .. copper), to provide compliance with
stringellt new OSHA regulations before a 1995 deadline. The 1992 Summa,y (and other
audils by Applied Waste Minimization) show that since most savings are generated by
redu ctions in the vol ume of waste \Va ter, eli m in ation of several inlermedi ate processes and
their rinses in the Cuposit line will genera(e sLgnificant savings.
Although the electroless copper process will be eliminated, most of the copper load frolll
the Cuposi! Jine is genera led by Ihe micro, etch, which will nol be eliminated. On the
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olherhand, waste minimization measures for the mtcro etch can be installed in Ihe DtrcCI
MelaJizotion line, to significonlly reJuce the copper load. Such measures would include;
. pr<Y'..ess·,olution ccnlrol with cryslallization, dragoul tank with eleclrowinning, and
cascaded running rinse ..
Re<luctions in both wastewater volume and copper loads will he evaluated and verined
in the. pilot project.
2.3. Sleady·S(3Ie Rinsing
The lorg~ reductions in "'aSle waler volumes jdenlifie<l in Ihe 1992 Summary are based
on two main rinsing assumptions which require validation under real production
conditions;
1. That metat i:s the crilical rinse parameter. rather than other components of
Ihe process solution.
2. That rinses can b~ opc(aled at a sleady-state cOllccntralLon.
The main thru~t of the piIot projeci wiU be to validate these assumplions and demonsilale
Ihe 'pplic.bilily of sleady·slale rinsing.
2.4. Mixing
The rno-~~ basic reqllLrcmen£ before reCiudng rinse water volumf!. is to provide complete
mixing in Ihc rinse. tanks, Ihal is nOI dependenl on water supply (i.e. pressure from Ihe
Cily W'ler mains). Such mixing can he provided by air spargers, recirculated spray
·nn~s, and mechanicaJ mixers.
2.5.· Flow R8,le and Ouralion
10 Ihe 1992 SPlmmary,lhe reducl,ons in Ihe volume of rinse waler required for board
were eslimaled from a m~ss·balance calculalion, bllt in practice, "balance must be found
helweon the duralion of Ihe flow and Ihe flowr.te. A minimum duration is needed to
ensure thorough mixing in Ihc lank and waler will be was led if flowr'tes are too high.
Several mech:inisms exisllo cOI1!rol the flow. Large flowrates are easy 10 control wilh
an orifice down to about I gpm wilhoul significanllass of supply pressure; while lower
nOwrales require more than a simple orifice for consislency. The most effective melhod
will he identified in the pilol project.
In manual lines, as is the case at DICr, a manually activated rimer can be used to control
rinses: the platers activate a timer after immersing a rack in the rinse tank; the timer
opens 3 normally· closed solenoid valve on Ihe waler supply; and the flow automalically
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>tops when Ihe solenoid is deaclivated allhe end of Ihe timed dural ion. The pilot project
will demonstrale procedures or seuin8 oplimal rinse durations.
2.6. Stagnant Vtagout Rinses
Tn !he 1992 Summary. slagnant DO·rinses were proposed 10 reduce Ihe load on running
rinses and reduce water u'"s •. Some melhod of limiting Ihe concenrration of metals and
olher contaminanls is required In DO·rin«. The first method is to use solution frolll the
DO·rinse Isnk h' replenish evaporation losses in Ihe process lank. This melhod requir~s
careful evalualion of potenlial accumulation of impurlties in the process tank, which was
included indirectly in the I992Swnmary, but musl be demonstraled in practice.
Melal concentrnlions in Ihe DO·nnses CAn also be controlled by regularly removing a
p<lrtion of Ihe DO·solulion and replenishing wilh fresh \Y3Ier. The copper or nickel in
ihe DO·solulion can be reclaimed by an declrowinning unil before discharging Ireated
solulLOns 10 lile waste Ire.J!menl sysh:m. The withdraw!1 rate 10 efcclr'owinning units must
be oplimi-zw to baianc~ the foil owing ~eds:
•
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A low conc(:lltration if! the DO·rinse will reduce the. load on the subsequcnl
running rinse.
A high concenlr'lion is required for rapid and efficienl dCClrowinning.
A small wilhdra~\'al volume wBI keep Cc.,:;l of !he eleclrowinning system low, bue
may increas~ Ihe DO·rin~e concenlration.
3. TASKS
3.1. Direct Melalization Design
1. Verify baseline for Ihe existing Cupo,i! lir.o wilh addilional dragoul leSls
aud nnse flow measurcmenls.
2. Evaluale Ihe feasibililY and p<llenlial bene filS of integrating waste
minimization measures for the micro etch into (he design of Ihe Direct
Melalizalion line:
(0) Crystallizalion system.
(b) Drago'Jt lank wilh dcclfOwinning.
(c) Cascaded nnse.
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3.2. Dragout Rin~e, Electl'o"jnning, and Rinse How Conlrol
3.2.1. Dr.gout Rl'nses a/xi Electrowinning
I. Selecl appropriale equipment/chemistry, negoliale price, purchase,
coordinate delivery, prepare ins lallation pl.n and install.
2. Prepare start·up plan and coordinate effort by Ihe equipment/ch<:mical
vendor, production staff, and QAlQC lab.
3. Perform dragoul lests l 10 validale waler and melal «duetions, and
associated savings. -
3.2.2. Rinse Flow Control
I.
2.
3.
4.
3.2.3.
I.
2.
3.
Select appropriate now conlrol equlpmenl and timers, .coordinale dcli"el)'.
and prepare detailed work plan for inslallalion and insioli.
Prepare lest plall and coordinale effort by produclion staff 10:
(a) Determine the critical rinse parameter.
(b) Create effeclive agitation for complete mixing.
(c) Establish steady-slale condilion/j in the rinse.
Perform test$, wjth dirferen~ combinations of flow ri!.leS and rinse duration
to minimize rinse volume per board.
Vjilidare waste waler volume Teductions and savings.
Specific Scop< for the Oxide Line Micro Etch
Verify metal baseline wilh additional dragoul lesls and nnse now
measurements.
Install dragout lank.
Replenish 3 gpd evaporalion losses from the micro elch tank, wilh DO-rinse
solution.
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I no<: ~"'('I,jl k~' ... ;IIII~: III (nl~lr( ;",.,..all)' Wi!d',~·.P' i_ .~( "r,,'.flt u,.j DO-nr.1oe It.>.).,: I») cfliao,iZt DO
l<>l~iJco '!Iilb!nWJJ n,e; If.:! (() vIJi4I\( l!uLabilitj or lhe tIMI¢I>ilni". ((.'!wlll io lW t>,vt'f\9¢\>1 t\(rI.Ilt" ... ~v.t'" ,)S!l ...
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4. Remove 10 gpd of the micro etch DO-rinse solution to redaim copper in
an electrowinning cell before discharge to the wastewater treatment syslem.
5. Insiall a timer controtled solenoid valve on Ihe water supply line 10 the
double-cascade rinse, to add water only when boards are being rinsed.
6. Insial dnpbars and boards for the process tank and DO-tank.
1. Inslall air agitation in the DO-tank and nn .. t'nks.
3.2.4 Specific Scope for rhe Direcr Meralization Precess
3.3.
I. [nslall Direct Melalizalion Process (Shadow) and associated dragout tanks
to replace the current Cuposilline (eleWoless copper).
2. Perform dragout lesls to validate water and metal reduclions, and assocja~ed
savings after jnslalJalion of the Direct Melalilal10n process, before dr agout J
eJeclrowinning. and flow control.
3. Add off-line tank and modify plumbing to provide recircula!ed dragout nnse
in at leas I I spray-header ofler the micro etch.
4, Replenish 3 gpd evaporation losses from the micro elch tank, wilh DO·nnse
sohJ!ion.
5. Remove 10 gpd of Ihe micro etch DO·rinse solution to reclaim copper in
an ele<:trowinning cell before discharge to the wastewaler Ireatment system.
Reporting
I. Prepare summary report describing'
(a) Me,asures implemented.
(b) Concepts validated.
(c) Reductions in water consumption and metal discharges.
(d) Implementation costs (equipment, materials, and Jabor) and
operational costs and sayings (e.g. Wa[er and sewer coMs,
wastewater !realment chemicals, sludge disposal, eleclricilY, and
illcremental 0&1.1 labor and materials).
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2. Present dela.iled results al two workshops for: (I) City staff, and (2)
industry techniCAl staff. The workshops will include a facility tour and!or
video presenlalion of the process modifications.
3. Prescnl overal! results (with City starl) at Iwo meetings for: (I) Industry
managers, and (2) Environmental organi7.ations.
4. TIME SCHEDULE
The proje<:t will be completed on or before May I, 1995. The final report will be
. submitted to the City on or before June I, 1995.
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Ex.hibit B
Payment Schedule
---: __ ~I City Tolal
Share· Project Cost
,---~ -.. _--, -.. =. -... -.-------=
EOllinoering 8,500
(DaYil.) ---------~. .---,-_. ---------,,--->--
Engineering 15,000 ,15,000
(Applied W'$le Minimilalion} .----.. -----'-'--,_ .. _._-_. __ ._------------'"---.. -~--
Report Preparalion 10,000 10,000
J~-EP~ted .. Was,e r..1_~_i~I~~_~~_I"l) .. _--~--.------1-·-------
I
Engineering I 8,000
(Electrochemicals) ._------_._---.,...... -----------_.-----
I..bornnlta/I.I;on 7,000 ._-----"---------------------.------------_ .. _---.-_. ----
lab A !l.,lysis 2,500 2,500
(Oulside labo~':~ ________ ._ -' -----------
Chemicals I 28,300 ----"-
.
Equipmenl 46,700 67,300
TOI.I 74,200 .. J 146,600
=~,,_C"". __ . ___ ._=~~"_c. ___ .~ __ ~-.-. -.~~
"The amoUllls to be paid by Ihe Cily for Ihe completion of each ilem.
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~IONAGAN MILLER HC CRE!\'~Y
1203 ADAI1 ST
POBOX 571
TRACY eA 953'16
DAVILA INTL CIRCUITS INC
2420 E CHARLESTON
I1T VIEW eA 94043
: UN C("n'1I."{t
1'---
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i/o§194-; ..-PH'} ',','",0,:"--;"--------1
~0lU01.kS Co=.il"U,3nl(N A.'\1)
Df'f'l.()n:.JS UUrlllY
"""
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RE, CONTRACT -POLL~~ION PRgVENTION DEMONSTRJ,TING PRO<TECrS THE CITY OP PALO
ALTO IS NAMED AN ADDITIONAL INSURED AS RESPECT TilE GENERIIL I.YABII.ITY AND
CITY OF PAW AWO
PURCHASING & CONTRACT ADMIN
250 HAMILTON AVENUE
PALO ALTO C.,\ 94301
$1<OI.,1I "", .... (of fm .o.to::>\l f..'I,">('ltID I'(\'lJ(1U11 U.Cl.'X'fUlll Ufc>u'fnJ:
utaUl(l'> D~n T",."1,,,., Hit IUU''G (01,1' .... '"'\' !'Illl r:-.'N~\(>II: TO.ult
J.Q_ iI~H ~nn~ .. ,"Ofl(1; TO U'1 (,,;:Uloc.\n 1-tOU">tJ; :!'''-'1flllo:'l nt£n.
tVf h~UU: Til ~I~IL ROI ~'on(t: "HI! ll4f'("oS[ 1'10 ("Lwan.;,s: o.tl\llUn
Gl.'eg l-'.c C
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E}JIWIT II
pART II • SUPPLEMENTS TO 810 FOAMS SECTION 00410
CERTIFICA TlON OF NONOISCRIMINA TION
.C!uillk.rulgn of NQndi~tcLi.mination: As suppliers of good's or services to the City ot
Palo Alto, the firm and individuals listed below certifies that Ihey do nOI discriminate
in empfoym(lnt with regards to ago, race, color, religion, national origin, 3ncest''''·,
disability, or sexual preference; that they are in compliance with all Federal. Stale and
loeaf directives and executive orders regarding nondiscrimination in employment; and
that they agree to demonstrate positively and aggles!)i ..... ely the principlc of E"Q.I.H11
opportunity in employment.
The 8idder/Propose( agrees specifically:
1,0 To estabHsn or observe employment policies which affirmatively pfomote
opporlunities fOI minority persons at all job levels.
2.0 To comrnunrcate this policy to all persons conce(ned. Hlcfuding af!
employees, outside: recrultrng services. especi~:llly (hose S(>lvinl) m~nofil\'
communities, .and to the rnrnorit\' communities at large.
3.0 To take affirmative action steps to hire minority employe.cs within the
organi2ation.
4.0 To be knowledgeable of the local, state, and federal laws and regulations
concerning aHirmalive aClion potfcies .and provide oppor'.UnHies 'or
employees.
Firm;~vila International Circuits, Inc.
Please include any addilionaf information available regarding equal OPPOrlunrly
employment programs now in effect within your company.
----------------_ ... _.-_._._._-_.-.
END OF SECTION
CITY 01 PAlO Al TO: Non·(liSCf,rr.",lalion 151"93) Sf: C110~.; 00·\' O· I
c,;
f
lULRRBMENT
FOR
PROPRSSIONAL BNGINBBRING CONSULTANT SERVICES
lIRTWRIm 'I'lIE CITY OF PALO ALTO 1\liD
'1'l!CIlNITROII, II\'C.
THIS AGREEMENT is made and entered into this ___ day of
1994, by and between the CITY OF PALO ALTO, a
MUnicipal corpo~'ation of California,. hereinafter referred to as
·CITY, II and TECHNITRON, n:c. (Taxpayer Identification No. 94 4
2532243) I a California Corporation, with offices at 630 National
Avenue, Mountain View, CA. 94043, hereinafter referl"ed to as
• CONS ULTANT " ;
WHEREAS, CITY desires certain professional consultant
services hereinafter described; and
WlIBRI1AS. CITY aesires to engage CONSULTANT to provide
these services by reason of ita qualifications and experience for
performing such services, and-CONSULTANT has offered to provide the
required services on the terms and in the manner set forth herein;
NOW. THBREFORE, in consideration of their mutual
covenants, the parties hereto agree as follows:
SECTION 1 DEfINITIONS
1.1 On:
The term "Cityllll shall mean the City of Palo Alto,
Cal ifornia .
1.2 Cln: MANAGER
"The term NCity Manager" shall mean the, duly appointed
City Manager of the City of Palo Alto, California, or his or het'
deS19P-ated representative.
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1. 3 CITY CLB&lI
The tenn ·Cit.y Clerk" shall mean tile d1Jl~' appointed City
Clerk of the City of Palo Alto, California, or his or her
designated representative.
T'he tenn ·RisK: t-lanager" shall mean the duly appointed
Risk Manager of the City of Palo Alto, California, or his or her
de8ignat~d representative.
)..5 l'RWIl.CI
Thp. term ·Project" shall mean the services and
improvements. if ai1y~ descI"ibed in Exhibit 1\ entitled "Scope of
Froject," attached hereto and rrK\de a part hereof by this reference.
2.1 an:
The City ~~nager ahall be repre9~ntative of CITY for all
purposes undel," this Agreement. Phil Bobel is designated a9 the
Project J.f.anagor for tile City Manager, and he shall supervise the
progress and execution of this Agreement. and shall be assisted by
Janice Buswell, the Project Sngineer.
2 .2 Q;m$.UUfAIIT
CONSULTANT shall assign a single Project Director to have
overall, responsibility for the progress and execution of this
Agreement fo:t" CONSUZ,TANT. John Papagni hereby is designated as the
P(oject Dixector for CONSULTANT. Should circumstances or
conditions subsequent t.o the execution of this Agreement require a
substitute Project Director or Project Coordinator for any reason
the Pl.'oj ect Director or Project Coordinator designee shall be
subject to the prior written approval of the project Manager.
~Il.crION 3 .. ~...QF PROJECT
The scope of the project to be executed by CONSUL'rANT
under the Baoic Services described in Section 4.1 of this
Agreement, and tile time schedule for the Project, are described in
Exhibit A.
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4.1 UASlC SBRVICHS
Unle8ti1 otherwise indicated. CONRULTANT shall perform each
task and accomplish each objective described in Bxhibit A. ·Scope
of Project,' CONSULTANT'~, Basic Setvices shall be furnished aa
deocribed in Exhibit A.
4.2.1 CONSVLlrANT repreBento that It haB the
expertise <tnd professional qualifications to furnish the services
described undcL-thiu Agreemont, CONSl)LTANT ahall furnish to CITY
tor approv.al, prio.l' to execution 01 this Agreemen't, a list of all
fil~m or corporations ~o be employed as subconsultants.
4.2.2 CONSULTANT states that it is aware of the
requirements of the federal Americans with Diaabiliti~s Act of
1990. and the Government Code ilnd the Health alld Safety Code of the
Stat.e of Cal!fonlia. relating to <''tccesf.l to public buildings and
acco.1"a'.odations fo~ di9abled persona. and relating to facilities for
disabled parsona. CONSULTANT Goall comply. with Bueh Pk."OYi9ioJl8 in
carrying out the l;enns ot this Agreement.
4.2.'3 CONSlJl/rANT shall furnish CITY with every
t"eaeonabie opportunity to)'" CITY to aocert.ain that the se:t.vices of
CONSULTANT are being perfo~d in accordance with the·requirement8
an~ intentions of th~B A9xce~~nt.
5.1 CITY shall pnwide full info: .... mation regardhlg its
requir~~nt8 for the Project.
5.2 CITY shall examine docu.ments submitted by CONSULTAN'l'
and shall render decisimlS pertaining thereto pro..l1ptly, to avoid
unreasonable delay in tile progress of CONSULTANT's work.
5.3 CITY shall furnish all such 'relevant inf.ormation as
are in CITY's files or ar8 at its disposal.
5.4 The gervices~ information, surveys and reports
required by paragraphs 5.1 and 5.l inclusive shall be furn~shed at
CITY's eX'}Jenae, and CONSULTANt' shall be entit~ed to rely upon the
accuracy thereof~
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Payment shall be rt..ade by CITY only for services, rondered
and within thirty {30) days of 8ubmission in triplicate of [TlC)othly
progress payment requesto. Each invoice shall be itemized ao to
the type of payment described in .this section.
6.1 QQNSUUfANT'S FB~
In consideration for the full perfoll'1'.ance of the B~8ic
Services and reimbursable expenses de'scrihed in Section"'. '1 of this
Agreenient, CITY agrees to pay CONSULTANT a" fee IlDt ~o exceed
Seventy Five Thousand Dollars ($75 1 000). Payu.ellt fox: extra work or
changes in the WO\"K not initiated by CONSULTANT al~d authorized in
writing by the Pl'oject Manager shall be made within thirty (30)
days of submIssion by CONSULT~lUIT of a otatem.el1t in triplicate of
itemized costs covering such 'I!.'OrK. P):"ior to cOrrtT" .. ~mcin9 such ex.tra
work or changes, CONSULTANT and CITY 1Jhall ag:r:ee u1)on an eBtimated
not-to-exceed cost for such extra work. III no event shall
CONSUL'j'ANT be paid for design work or change ordel' preparation
which is necessa:t:y because: of CONSULTANT's errors or oversightn.
6 . 2 PAYMENT SQIlW.l!hll
6.2.1 f..Q~~DJ._~.~rvice9. Paycr.cnt9 for the
Basic ServiceD shall be made in progrso9 pa~nent8 in propo(tion to
services performed in accordance wit.h Exhibit Bf • Payment
Schedule,· which is attached hereto and made a part hereof by this
reference.
Final payment shall be: roade by CITY af:ter CONSULTAN'r has
submitted all l'equired products and repol'ts and l'ecaived approval
thereon from CITr,
6.2.2 Deductions. No deductions sh-3.11 be made
from CONSULTANT's compensation on account of penalty~ liquidated
darrages, or other sums withheld from payments to contractors.
0.2.3 Payment Upon SuspensioD,Qr AbandOnment Qf
Project. If the Project is suspended for more than three (3)
months· or abandoned in whole or in part, CONSULT~r shall, be paid
its compensation for services perfonned prior to receipt of written
notice from CITY of such suspension or abandonment, together with
additional and reimbursable expellses then due. If the Project 18
res\med after being suspended for more than sixty (6Q) days, any
change in CONSULTANT's compensation shall be subject to rEnegotia~
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tion and, if necessary, approval by the PalO' Alto City Counc,\l (the
"City Council"}. If this Agreement is suspended or terminated for
fault of CONSULTANT, CITY shall be obligated to compensate
CONSULTANT only for that portion of CONSULTANT's servicas which are
of benefit to CITY, as such determination may be made by, the City
Manager in the reasonable exerciae of his or her discretion.
SECTION? -PROGRES~ CQMPLETION
7.1 ~IME IS OF THE RSSlltlal
The tez.m of this Agreement shall corrrnence upon its
execution by CITY. Following receipt o( a Notice to Proceed,
CONSULTAN1.' shall commence work: in accordance with the tirrle schedule
set forth in Bxhibit A. Work 011 subsequent tasks shall proceed in
accordance with the time schedule. The parties hereto agree that
time is of the easence of this Agreement.
CONSULTANT agrees to perform the services within the time
limits set forth in Exhibit A provided, however, that any change in
the scope of services or other changes due to ClTY' 8 opel'ating
requirements, or in connection with other contractors' oz.'
consultants' operations, may require a revised time table.
CITY agrees to eXercise due diligence in perfonn!ng its
t.asKs to implement CONSULTANT's time table provided under Hxhibit
A.
7.3 EXTBNSTQN OF TIME OF COMPLETION
In the event the services called for under this Agreement
are not Gompleted by CONSULTANT within the time specified, 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.
SECTION S ,CAA!!GES HI WORK
CITY may order major' changes in scope or character of
work, either decreasing or increasing the amount of CONSULTANT's
services. ln the event that such changes aloe ordered, CONSULTANT
shall be entitled to full compensation for all work performed prior
to receipt of notice of change. Increased compensation for major
changes shall be d,eterroined in accordance with Section 6 of the
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Agreement, but in no event shall CITY be liable for payment unle138
the amount'of such extra compensation shall first have been agreed
to in writing by CITY.
In the event that major changes are ordered pursuant to
this section j the schedule to~ progress and completion under
Section 7 of this Agreement, and compensation under Section 6 of
thi.s Agreement, shall be adjusted by negotiation bet.ween CONSULTANT
and CITY. subject to approval if necessary by the City Council.
SUmON 9 -TURNIl!AT.MI OR SUSPENSION OF AGRBBMBlf£
CONSULTANT may terminate this Agreement or suspend work:
on the Project by providing thirty (30) daysl written notice
thereof to CITY, but only in the event of substantial failure of
performance by CITY or in the event CITY abandons or indefinitely
postpones the Project.
9 . 2 l:AIlCBLLAUQ1LIrr...ilTI
Without limitation to such rights or remedies an CITY
shall othendae have by law, CITY may terminate this Agreement or
suspend work on the Project with or without cause. by providing
thil"ty (30) days' written notice thereof to CONSULTANT, or
iTm1ediately after submission to CITY by CONSULTANT of any completed
item of service specified in section 4 of this Agreement.
CONSULTANT ~grees to cease all work under this Agreement' upon
receipt of said written notice.
9. 3 .co~'PIlNSIITION OF CONSULTANT IN THS &\IBNT ~
TBRHINIITION OF THIlLAQREBM!i'h7
1n the event of termination of this Agreement or
suspension of work on the Project by eit.her CITY or CONSULTANT as
provided herein, CONSULTANT shall receive compensation as follows:
9.3.1 For approved items of equipment and
service under Section 4 of thi~ Agreement. compensation shall be in
the amount outlined under Section 6 of this Agreement fOl: the items
of service and equipment fully pt."ovided by CONSULTANT.
9.3.2 For items of service on which a Notice to
Proceed has been issued by CITY I but Wllich have not been fully
completed and approved, CONSULTANT shall be compensated for the
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s~rvice ill an amount which be«ra the same ratio to the total fee
oth$rwise pay-=-ble for the perfo~nce of the service aB th~ service
actually rendered bears to the total service necessary for the full
p(!!l"formancc of the item of eervic(!.
9.3.3 In no event shall the total compensation
paid 1'0 the i~dlately precedIng ,parag.l:aphs exceed the payment
specified in Section 6 for the respective items of service to be
t'''nished by CONSlJLTANT.
9.,).4 Notwithstanding anything in the preceding
paragraphs, upon termluation for fault of CONSULTANT, CITY shall be
'obligated to pay for only that po:t·tion of the service which can be
incorporate<! in the Proj<ct.
Upon termination of this A9reement or suspension of work:
on the Pt"vj ect by either CI'I'Y or l"\JNSULTANT as provided herein, all
dutiea of, CITY and CONSULTilNT, as set. .forth .in Sections 4 and 5
hereinabove, shall termina.te.
Records of the ~xpanse8 pertaining to the Pt.-oject shall
be kept by COUSU!,TANT in accordance with genel"ally recogni:?ed
accClunting pt"inc.ipl<9s and shall be made available to CITY at
mut.ually convenient times during the term of this Agreement and for
~h:n;~e 0) years following the termination of this Agreement.
sserrON 11 -QWNBRSHI~-Wl:.!lMlllITS
Subject to the provisions of Paragraph 11.2 below, the
final surrrnal"Y repol't as described in EXhibit A (which shall include
all tho info:t:yration about the Project, such as the design, metals
reduction process, description of needed equipment, costs,
implementation iaoueA and general effectiveness), and any' other
documents prepared by CONSULTANT in the performance of this
Agreement I although iuotrurfi$nts of professional service, are and
shall be the pl.'operty of CITY whether the Project for which they
«}:'C made 1s executed or not.
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upon termination under Section 9 of thin Agreem.ent and
upon CITY's payment of the amount required to be 'paid under 8".me
section, the final 6UJm'1ary re[X>),·t and all ot)wr similfll" documents
shall bucome the property of CITY, al~ CONSULTANT ahall tranofer
them to CITY, upon request, without additional compensation. CIT¥'
shall have the right to util ize tor any p\.u:poa8, including to
transmit to other public or pdvate indh-iduala or entities for
their use, the completed 01' unc(){rpleeed report and (IllY other
docwnents prepared hereunder-by CONSULTAh~.
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lNRE~~NT OF CITY
In accepting this J\greetr.ent, CONSIJLTAN1' covellants that it
presently has no interest, and ahall not acquire .any ;.nterest,
direct. or indi:t'ect, financial or otherwise, which would conf'-ict; in
any manner or degree with the perforr..ance of the scrvic'es hel'e"
under. CONSULTM"'1" furt.her covenants that~ in the perfol.lt\(,nce of
th.is Agreement, no subcont.ractor Or person having ollc:h an interest
shall be n:mployed. CONSl1I/l'A.N'r certifies that 110 one ..... ho has or
will hnve any financial interest uoder this Agreement 1s an officer
or employee of CIT¥'.
It 10 expressly agl'eed that in the perfonnance of the
professional services required under this Ag.(eement CONSULTANT, and
any of its 8nbconDui tanto Qt" employee9~ shall at all times be
COilS ide red independent cont.ractors an" not agents' 0)," employees of.
CITY_
:lRCTION 13 • OUTS Ill!! CQlillUJANTll
CONStJLTiINT shall be reBponAible for employing all outside
consultants (subcorfsultants) necessary to aid CONSUlJTANT in the
performance of the services listed in Section'" of this Agreement;
provided, however, that all such eUDconBultants shall receive prior
approval of CITY in writing and shall remain acceptable to CITY
during the tebm of this Agre~ment.
SECTION H
CONSULTANT agrees to protect, indemnify, defend and hold
harmless CITY, its Council members, officers r agents and employees
from any and all demands, claims, or liability of any natu1'e.
including death or injury to any person, property damage or any
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other loss, caused by or arising out of CONSULTANT'sj its
offic~rsl I agents', subcontractors' or employees' negligent acts,
errol's, or omissions, or willful misconduct, or conduct for which
the law may impose strict liability on CONSUI,TAN'!' in the
performance of or fa:i..lure to perform its obligations under thilS
Agreement.
15.1 INSURANCIl CQVEAAGB
CONSULTANT. at its sale cost and expense, shall obtain
and maintain, in full force and effect throughout the entire tel,11l.
of this Agreement I the insurance coverage described in (I.xhib1 t ·C~
to this Agreement, attached hereto and made a part Ilereof by this
l,"efercnce, insuring not only CONSULTAtrr and its subcontractors as
additionally insured, but also, with the exception of \ro'ot"kers'
compensation, employer's liability and professional li~bility
.insurance, naming as additional insureds CITY. its Council ~mber8.
officers, agents and employees, and each of them, concerning this
Agreement and the project.
All insurance coverage required hereunder shall be
provided through carriers with a Best rating of A:X or higher that
are admitted to do business ill the State of California.
certificates' Qf such insurance, preferably on the forms
provided by C!'fY, shall be tiled with Cl'l'V concurrently with the
execution of this A9reement. Tho certificates shall be subject to
the approval of the Risk Manager and shall contain an endorsement
stating that the insurance is primary coverage and will not be
cancelled or altered by the insurer except after filing with the
City Clerk thirty (JO) days' prior written notice of such
cancellation or alteration, and that the City of Palo Alto io named
as an additional insured except in policies of workers'
compensation, employer's liability, and professional liability
insurance. Current certificates of such insurance shall be kept on
file at all times during the'term of this Agl"eement with the City
Clerk.
The procuring of such required policy or policies of
insurance shall not be constnted to lilnit CONSUftTAN1" 8 liability
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hereunder nor to fulfill the indemnification provision and
requirements of t.his Agreement under Secti on 14 hereof.
Notwithstanding Bald policy or po11r.les of insurance, CONSULTANr
shall be obligated for the full a~d total amount of any damage,
injury, or loss <:aused by the services performed under this
Agreement, including after the Agreement has te.rmlnated Qt' expired.
SECTION ~ " WQRKERS~BNSAT!QN
CONSULTANT, by executing this Agreement, certifies that
it is aware of the provisionE; of the Labor Code of the State of
Califoxnia which requixe every employer to be in9ured against
liability for workers' compensation or to undertake self-insurance
in accor.dance with the provisions of that Coder and certifies that
it will comply with such provisions before commencing the
performance of the work under t.his Agreement.
S ECTION 17 "JJ.!P.lTS
CONSULTANT agrees to pel1nit CITY to audit, at any
reasonable time during the tel'tn of t.his Agreement and for three (3)
years thereafter l CONSULTANf's records pertaining to matters
covered by t.his Agreement. CONSULTANT further agrees to maintain
such records for at least three (3) years after the termination of
this Agreement.
ll.IlC'rION 18 " I\GR E EMBNT !ill!!l1W
The terms, covenant8, and conditions of t-his Agreement
shall apply to, and shall bind, the heirs, successors, executors l
administrators, assigns, and subcolltractors, as the case may be, of
both parties ..
SECTION 19 -NQNA$SIGNABILITX
19.1 £HRaQtLAL S8RVICES~ONSULTJ\lIT
Both parties hereto recognize that this Agreement is for
t.he person;;ll services of CONSULTANT and cannot be transferred,
aSSigned or subcontract.ed by CONSULTANT without the prior written
consent of CITY.
19.2 SERVICES OF SuaCONSYLTANT AND ~
CONSULTAN'l' shall be responsible for er(\ploying or engaging
all parsons necessary to pet"form the services of CONSULTNIT
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hereunder. CONsrJLTANT agrees to be solely responsible for the
performance of its,8ubconsultante under this Agreement,· CONSULTANT
shall give its persona~ attent ion t.o the fulfillment of the
provisions of this Agreement by allot: its employees and sub·
cons\lltant&, if any, and shall keep the work under its cont.rol, If
any employee 01' subcoTlsultant of CONSULTANT fails or refuses to
carry ,out the provieiolls of this Ag.l"eement or appears to be
incomPQtent or to act in a disorderly or improper manner l he or she
.!:Ihall be',discharged immediately from the work under 'this Agreement
On oell\o,\nd of CITY,
SRCTJ_QlLaQ -RE~~O\~ PRQFESSIQN~L~KILL OF
~IiSUI:r1\NT
It i8 mutually understood and agreed by and bet~'eell the
prtl."tie9 hereto that CONSUL'rANT is skilled in the professional
calling necessary to perform the work agreed to be done hereunder
and that CITY relies upon the skill of CONSULTANT to do and perfol.m
the ""ork in the Tl'\Ost skillful nanner. and CONSUl.TANT agrees to thus
perform the work. The acceptance of CONSUJ,TANT' B work by CITY does
not operatp. as a l:elease of CONSUL'l'ANT from the obligation,
The waiver by either party of any breach or violation of
any t-et'm, covenant, or condition of this Agreement or of any
provisions of any o.l"dinance or law shall not be deemed to be a
waiver'of any such tentt, covenant. condition, ordinance, or law or
of any subsequent breach or violation of the same or of any othel'
term, covenant, cond!ticn l ordinance or l.uw, 'rhe subsequent
accept~nce by either 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 part)1 of any term,
covenant, or condition of this Agreement or of any applicable law
or ordinance.
No payment, partial payment, acceptance, or partial
acceptance by CITY shall operate as a waiver on the part of CI1'Y of
any of its rights under this Agreement.
The prevailing party in any action brought to enforce the
terms of this Ag1.'eement 01.' ariaing out of this Agreement may
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recover its reasonable costs and attorneysl fees expended in
connection with such an .a.ction from the other party.
SJirn0N 24
24 ,1 L!Ill'X OP CONS\Il,1'1JNT
No di8c:dmin~tlon Shall be rroa(\o in the employment of
pel'sons under .thl~ ,A,9reernont bac~u6e of the age. race, color,
national origin, ancestry, religion, disability; sexual preference
or sex of such person. If the value of this Agreement is, or may
be, Five Thou8and Dollars ($.5,000) or more, CONSULTAlIT agrees to
meet. all requh."emcnta of the P-alo Alto Ml.tnicipal Co<ie pertaining to
nondiscrimination in employment. including completing the
·Compliance ~epol·t .... Nondis:c(im1n~tion Provisions of City of Palo
Alto Contracts" on the fOl'll1 fUl"fliohed by CITY. attached hel'eto as
Exhibit -0-and made a part hC.H!of by this reference.
CONSULTAJIT ag~ee9 that each agr€ement for Be~~ices ir~n
independeut providers ahall contain a provision eubstantJally as
follows:
-P.rovide-r ahall provide CONSULTANT with a
certificate 8tating that ha (or she} is
cu:t.·rently in compliance-with all Federal and
State of Cal ifornia laws covering
nondiscrimination in employment; that he (or
she~ 'Will pUl"I:lUe an affirmative CQurse of
action aB required by tho Affirmative Action
Guldeli" .. of the City of Palo Alto; and that
he lol." she) will not discriminate in the
errl.Ployrnent of any person under this contract
because of the age, race} color I national
origin, ancestl.-Y, ralig:\on, disability, sexual
preference or sex of 8uCh person, ~
24,2 .I'IDIALTLw.&.Jll.S.l:R1MINII'fION
If CONSULTANT is found in violation of the
nondiscrimination provisions of the State of California Fair
Employment Pl."acticeB Act. or similar provisions of federal law or
executive order 111 the performance of this Agreement. it shall
thereby be found .in material breach of this Agreement. Thereupon;
CI'I'Y shall have thE'; po .... ·er to cancel or suspend this Agreement I in
whole or .in part, or to deduct from the amount payable to
CONSULTANT the sum of Tw~nty· Five Dollars [$25) fo:t." each person for
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each ~alondar day during which such person 'Was discriminated
against, as damages for said breach of contract. or both. Only a
finding of the State of california Fair Employment Practic.s
Conmisaion 01' the equivalent federal agency or offi~er shall
constitute evidence of a violation .)f contract under this section.
If CONSULTANT i. found in violation of the
nondiacrim1.nation provisiolls of this A91'eerr.ent or tlle applicable
affi~~tive action guideline9 pertaining to this Agreement,
CONSlILTANT ahall be found in material breach of th"i. Agreement.
Thereupon, CITY shall have the power to cancel or suspend this
Agreement, in whole or in part., or' to deduct from tho 'al'tiOUllt
payable to CONSllLTA.~ the sum of Two Hundred Fifty Dollars ($250)
for each calendar day during which. CONSULTANT 10 foulld to have been
in such noncompliance as damages for breach of contract, or both.
Upon agreement of the ~rties any cor-trovel'S}' 0:):." claim
arising out of or relating to this Agreel":'lent'. may be settled by
arbitration in accordance with the Rules of the American
Arbitration A9Bociation. and judgment upon the award rende::-ed by
the Arbitrators may be entered in any court having jurisdiction
thereof.
All notices hereundel,' shall be 9~ven in .. writing and
mailed, postage prepaid. by certified mail, addresBed as follows:
To CITY: Office of the Cit.yClerk
Post Office Box 10250
Palo Alto, CA 94303
To CONSULTANT: Attontion of the Project Director
at the address of CONSULTANT recited above
BlLCTWN 27 -AI.!, CQVBNIINTS ARB COHQITIQlli1
All proviaiono of this Agr~em.ent are expressly nv.\de
conditions_
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SECTION 28 AGREEMENT CONTAINS ALL llNP8RS'I'AtllUllG.S..t
This document represents the entire and integrated
agreement between CITY and CON'SULTANT and supersedes all priol"
negotiations, represental:.ions, and agreements J either written or
oral.
This document may be amended onl}' by written instrument,
Digned by both CITY and CONSULTANT.
SRL'TION 29 -GOVBRnING [.A'i
Thi9 Agreement shall be governed by the laws of the State
of California.
IN WITNESS WHRREOF, the parties hereto have executed thts
Agreement the day and year first above written.
AT'rBSTt CITY OF PAtO AIJTO
City Clerk
APPROVl!Xl AS '1'0 l'OIUS.
Senior ABst. City Attorney----
APPROVlm.
City Manager
Director of Finance
Director of Ptlblic Works
Risk Manager
AttachrPents:
94062811(: cmcS60
BXHIBIT "A' ~
EXHIBIT r::B":
EXHIBIT "e":
EXHIBIT ./IID-:
TECBN ITRON, INC.
SCOPE OP PROJECT
PAYMENT SCHEDULE
WSURA.'1CE
NONPISCRHlrNATION COMPLIANCE PORM
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CBATIPlCATB 01' ACltNOPILlmtlHl!!n'
(Civil Code § 1189)
On b -':h-Vi'! , before me, JOPrl ,~,O(2.(! I -~-,--:a'-:n;-:o"'t"a"q=";p=:U-:;b"'l'l" c=-i"n=-and fo r said Cou n t y, per sonall y appeared-;-Per~!i~y t:b~~~ me Cor proved to me on the ba~--ol'
satisfactory evidence) to be the pe:n:lon (s) whose name (s) 'is/are »~Bcribed to the within instrument, ~ acknowledged to me that
the/she/they executed the s];e~, in Cll:Ci1 her/t.heir authori2ed
cap"city{ies), and that by ~/her/their signature Ca) on the
instrument. the persoll(s}, or t e entity upon behalf of which the
person(a) acted, executed the instrument.
\iITNBSS my hand and official ,
" <:.~, )D-~-,Y_-'_""-_o.::)(}_,--'\.·_CA._
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CBRTIFlCATR OP ACIQIO\fl,BDGMRNT
(Civil Code § 1189)
STAT~ OF --"-'-----~----,---,-,-"l
COVNT'l OF )
"
On-• before me.
__ . _____ • ____ 1 a notal;y publIc in and for aaid CountYI personally
apMarec!~ ___ "= _________ ::--:==::;-=-=:-:=-=,,,,=,.,.-::--=
__ _ ___ ..:., pereonaJ.LY known to me {or proved to me on the basis of
satfBfa_ctory evidencel to be the person(s) whose name(s) is/are
tlubacribed to the within instrument, and acknowledged to me that
he/ahe/t.hey executed the sarne in his/ her/their authorized
capacity (ies), and that by his/her/t-heir signature {8) on the
if19trwl".ent tho parson (8), or the entity upon behal f of which the
person(s} acted, executed the instrument.
'WITNSSS my ha;:,d and official scal.
16
"
Exhibit A
SCOPE OF PROJECT
o
1. INTRODUCTION
TIle October 1993 Pollution Prevention Review for TechniTron shows that significant
.... .ducticns in Copper (85% J. Nic~el (92 %J, and wastewater volume (9J%) are feasible.
This scope will demonstrate the source reduction measures outlined in the review.
The objective of the demonstration is to validate the feasibility and cost effectiveness of
waste minimization. TechniTron is a particularly appropriate demonstration site because
soure<> reduction measures alone (without need for ellluent recyc1il)g) ha"e the potential
to reduce a very Jarge portion of metals discharged to the sewer.
TechniTron is committed to adopting and installing the latest manuracturing t«hnologie.s
to meet the demand for increasingly sophisticated Printed Circuit Boards. The ",ain focus
has been on the producticn of thinner boards with finer tra~s. denser p.ltems. (i.e. Ic.s
space between trace.), and narrower holes. These finer pallerns also limit tlte
applicability of solder as an etch·re,ist and contact surface. leading to increMing u,e "f
nickel-based coatings. This project will be integrated with Ihe inllallation of. new etcher
capable of producing finer v.ltems. and wilh Ihe need to reduce nickel load,.
2. APPROACH
2.1. Orglluilation
The general approach is 10 implement the most effective source reduction musurts
outlirled in the review and to validate process engtneering concepts. Wasle mirumilalion
m .. sures will be demonstrated in delail for 3 processes: Electroless Copper Line micro
etch. Inner/Ouler layer etching, and TinfNickel plaling. UsinS Ihe resuhs of these
demonstration •• detailed projections will be made for 2 addilional processe.\: Oxide Line
micro etch, and Nickel Sulfamate plaling.
John Papagni. President of TechniTron will be Projecl Manager. Applied W"te
Minimization will organize and coordinate the work required. perform most of 0 ..
measurements and tests, and summarize the results. TechniTron will contribute ttchnical
slaff. labor. and analytical lab 10 suppon the projecl. Where required, equipmenl or
chemical vendors will be consuhed, and a price and delivery schedule negoti.,ed.
2.2. Rotary and &roll Etching System
TechniTron will install a new elcher designed especially to Oleel the exacling
requirements of thinner boards with finer traces, denser palterns., and naTTower holes.
The conveyor is designed to reduce obstnJClioJls and allow grealer access for spraying the
underside of the boards. while Slill providing slable s"ppon for Ihe nexible thin boards.
The spray nozzle, and rotating manifolds provide a veni,,1 spray pallern and create a
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~nlrifugal for.:e that pushed etchanllowards the edges of the boards. This eliminales
'puddling' and continuously exposes Ihe surface 10 fresh elchanl, allowing uniform and
~ccurale etclting across the boards.
The elch·chamber is large enough to completely contain large boards and prevenl carry·
over of elchanl on prolruding boards'. Series of roller-type squeegees •. nd air-knives
significantly reduce dragoul from the elch·chamber 10 the rinses. A double counler·flow
running rinse allows low flowrates for the system.
This project will evaluate and demonstrale the benefits of additional squeegees and air
knives in the rinse-chamber, and flow controls for rinse-Waler makeup,
2.3. Nickel Load Reduclion
Nickel must be addressed in this project since TechniTron has found thai as copper loads
ar~ reduced, less nickel is removed by the existing rnicro--filtration wastewater treatment
system. TcchniTron is in full compliance with currenl discharge slandards for bolh
copper and nickel, and will even comply with the proposed standards withoul any
changes. On the other hand, a panial project addressing only copper could jwpardi:re
compliance with future nickel Slandards.
In addilion to L~e wastewater trealment considerations, Ihere is the polential thai nickel
usage could increase as more sophislieated prinled circuil boards are produced at
TechniTron. finer trace patterns on Ihe boards limil Ihe applicabilily of solder as an
etch-resist and con fact surface. leading to increasing reliance on nickel-based coatings.
Nearly all of the nickel load al TechniTron is in Ihe TiniNickel plating process, bUI the
1993 Pollution Prevenlion Review shows Ihallhe eslimated payback is 200 years. On Ihe
olher hand, adding the Nickel Sulfa male process redu~s the nickel-relaled payback to 4
years. Thus this project will address both nickel processes, with an actual demonslralion
for TinfNicke! and a theoretical projeclion for Nickel Sulfamale.
2.4. Steady-Stale Rinsing
The large reductions in' waste waler volumes identified in TechniTron's Pollution
Prevention Review are based on two main rinsing assumptLons which require validation
under reai produc-lion condBions:
I, That metal is Ihe crilical rinse parameler, rather than olher components of
the process solution.
'W'bu t.:.Irm procNdt '1'\)41 1M d.l: .. lI.I.m'N-r iDlo 1~/;/I..Je-{WIPIN-f ... ik ",II aDdc-(gl)ial ;.;tiYf d(~~I. ~'(
c(~~ ",ill !'lo-.o' CHI L\.t ~'-'«i«1 dirto;ll)< iQ/o I~ ria~'''''''tr PoI/!lP,
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2. Thai rinses can be operale<! al a sleady,slale concenlralion.
The main Ihnal of !he pilot projeci wiU be to valid'ie mese assumptions and demonslrate
the applicability of steady·state rinsing.
2.S. MIxing
The most basic requirement before reducing rinse water volume is 10 provide complete
mixing in !he rinse lanks, !hat is not dependenl on waler supply (Le. pres.ure from City
",ater mains). Such mixing can be provide<! by air spargers, recirculate<! spray rinses,
a.nd mechanical mixers.
2,6. Flow Rate nnd Duration
In !he Pollulion Prevenlion Review, !he re<!uclions in Ihe volume ofrin.e waler required
for ~"ch board were estimate<! from a mas,·balance calculation, but in practice, a balance
must be foond between the duration of th" flow and flowrate. A minimum duration is
ntede.d (0 ensure Ihorough mixing in the tank and water wJl1 be wasted jf flowtales are
too hig~. Severa) mechanisms exisl to contfCll the flow. Large flowrates are easy to
conlrol wilh an orifice down to about 1 gpm without significant loss of supply press\Jre;
while lower flowrales require more than a simple orifice for consistency. The most
effective method will be idenlifie<! in !he pilot project.
In manualli~es, as is Ihe case at TechoiTron. a manually activate<! timer can be use<! to
control rin<u; the platers aCliYate a timer after immersing a rack in the rinse lank; Ihe
timer opens a normaUy·c1ose<! solenoid valve on the water 5upply; and the flow
automalically Slops wIlen Ihe solenoid Yah'e on the ",ater supply; and !he flow
aulomalically stops when Ihe solenoid is deacilvaled al the end of the timed duration. The
pilot projeci will demonstrale procedures for selling optimal rinse duralions.
2.7. Stagnant Dragout Rinses
In the Pollution Prevenlion Review, 'tagnanl Drag Out·rinses we'e propos«l 10 reduce
the load On running rinses and reduce water usage. Some method of limiting the
c/)r.antralion of melals and other contaminanls is required in DO·rinse. The first method
is to use solution from the DO·rinse lank to replenish evaporation losses in the process
Ihank. This method require. ,areful evalualion of potenlial accumulation of impurities
in !he process Ihank, which was included in Ihe Pollution Prevention Reviews, but must
be demonslrated in practice.
Metal concentralions in the DO-rinse. can also be conlrolled by regularly remoYing a
ponion of Il,e DO·solulion and replenishing with fresh water. The copper or nickel in
the DO·soluilon can be reclaimed by an eiectrowinning unit befo,e discharging treated
solutions 10 !he waste Ireatment syslem. The withdrawal rate!o eleclrowinning units musl
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be optimiud 10 balance Ihe following ""cd"
• II low concenlration in the DO·rinse will reduce the load on the subsequent
nlnning lin", <
• 1\ high concentration is required for rapid orod efficienl electrawinning.
• II ,mall withdrawol \'olumo will kcep cos I of Ihe electrowinrung syslem low, but
may inorease the DO·rinse roncenl!a~on.
3. TASKS
3.1. Work Plall
(I) ~~cribe tel! proadures in delail.
(2) AI;lhorize -equiplllell! o.rder~. facilities modifications, and changes in
production procedures.
(3) Coordin",c, schroule, and allocateresponsibililics for implemenlation of the
pilot project.
3.2. DemonSlralions
3.2.1. Commen Truksfor D'080W Ri",. ElwrowilUling
I. &Icel appropriate equipmen!/chemisu)" 'I<'goliale price, purchase,
coordin~le delivery, pre""", inSl.II,lion plan and in,lall. The equipment
shall include at a minim om 2 eieelrowinning ceUs and 3 drag oUllanks.
2. Prepare slart·up plan and coordinale effort by the equipment! chemical
vendor, produclion stafr, .nd QAlQC lab.
3. Perform dragout 1<sI,' 10; Ca) e5l&bHsh baseline waler consumplion and
mcllli loads, and (b) validate reduclions and associate<! savings<
3.2.2< Common Trub for Rinse now COIll,ol
I. &1«1 appropriale now conlro! equipmenl and limers, purchase, coordinate
delivery, prepare delailed work plan for installation and instalL
~ 6fl,lwt 1ua _ill tl~: 'll I"IL'oIlC IIr.p..:'")I) 1 .. .!J.'1';1 Ito.: pn .... t;, u-:I OO-liuc LuJ:1; (b) Q9CiQliu f'>().
... -...wi.>1 .. \i.Mno .. .., rIi" • .u.I Ie) Hh4~( 1r(" .. ~~1r1)' ~ 1\0( ck';'\rooIiat~~ cfrlW"1.I i. IU C«>t;o.><>-ul n.o."..,rut_DI I)IUQI.
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2. Prep"e lesl plan and coordinate effort by production s18ffIO:
(a) Determine the critical rin .. parameler.
(b) Creale effective agitalion for complete mixing.
(e) Establish sle!dy,s18te conditions in the rinse.
3. Perform tests with different combinations cf now rates and rinse dUnluo"
to minimize rin .. volume per beard.
4. VaiidMe waslewater volume reductions and ,"vings.
3.2.3. EJectroless Copper Lln. Micro Etch
I. Verify melal baseline with addition,l drJgoul ,eSls and rin .. now
m~surements.
2. Convert the single rinse after' the micro CI(h to 0 DO·rinse:.
3.
4.
Replenish 3 gpd evaporalion loss.s from Ihe micro etch tank, with DO·rinse
soitltion.
Remove 10 gpd of the micro elch DO·rins¢ solulion to reclaim copper ,n
an eletrowinlling cell before discharge 10 the waste waler trealment syslem.
5. InslaU a timer conlrolled solenoid valve on Ihe water supply line to the
lJiple cascade rinse, to add water only when boards ore being rinsed.
3.2.4. !/lMrlOUJer Layer Etcher
I. Verify melal baseline with addilional dragoul lesls and rinse flow
measurements.
2. Evaluale and integrale inlo Ihe installalion of the newelcher:
(a) Addilional dragout reduclion measures (i.e. squeegees; air-knives).
(b) Plumbing modir.calions to provide acce,s for flow conlrols.
3. Inslall a closed-loop coolin~ sySlem, 10 reduce rinse ",aler f10W,.I< by
4gpm.
4. Install a pholo-cell controlled solenoid valve on Ihe wale·r supply line. to
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add water to the rinse only when boards are traveling through the etcher.
3.2.5. Tin/Nickel Electroplating
1. Verify melal baseline with additional drago"t tests and rinse flow
measurements.
2. Replenish 5 gpd evaporation losse. from DO-rinse solutioll.
3. Remove 5 gpd of the DO·rinse solution to reclaim nickel in 8n
el.trowinning cell before discharge to the waste wRler tr .. tment system.
4. lrillall a timer controlled solenoid valve on the water supply line 10 the
triple cascade rinse, to add water only when boars are being rinS«!.
3.3. Projections for Oxide Line M1<ro Etcb and Nickel Sulfate Electroplating
3.3, J. Oxide Une Micro Etch
1. Verify mel'] baseline with additional dragout tests and rinse flow
measurements.
2. Usc results from the Electroless Copper Line micro etch to project potential
reductions in water usage and copper load, and to estimale costs and
savings.
.t 3. 2, Nickel SIi!famate EieclropiaJing
I.
2.
3.
Verify metal baseline with additional dragout tests and rinse flow
rneasu re ments,
Test treatability of the Nickel Sulf.mate DO·rinse solution in the TinlNickel
eletrowinning cell.
Project potential reductions in water usage and nick.lload, and toestim"te
costs and savings.
3.4. Reporting
I. Prepare summary report describing:
(a) Measures implemented.
(b) Concepts validated.
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(e) Reductions in water consumption and metal discharges,
(d) Implementation COSIs (equipment, materials, and labor) and
operational costs &.I1d sa~inBs ,(e,g. water and sewer costs,
wastewater treatment chemiCAls, sludge disposal, electricity; and
'incremental O&M labor and materials).
2, Pmcnl delailed results at two worklhop. for: (I) City staff, and (2)
Industry technical staff. The workshops will include a facUity tour andlor
video presentation of the proecss modifications.
3. Present overall results (with City stafl) at two meetings for; (I) lrodustry
managers, and (2) Environmental organizations,
5. TIME SCHEDULE
The project wll1 be completed on or before May I, 1995. The final report will be
submitted to tI1e City on or before June I, 1995.
, '
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Atlantic Pacific Insllrilnce Brks
olenn Dick Insurance
1725 S. Bascom, Ste ~20B
campbell CA 95008
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Technit.rOH~ Inc.
630 National Ave.
Mountain View, CA 91043
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Ce:rtificate Holder named Additional Insured
City of Palo Alto
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Technitron, Inc,
630 Nat~9nal Ave.
Mountain View. CA 94043
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Applied Waste !1inimization
12942 Dupont Road
Sebastapol, CA 94572
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CITY OF PALO AI.TO
PALO ALTO. CA
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PART II • SUPPLEMENTS TO BID FORMS SECTION 00410
CERTIFICA TION OF NONDISCRIMINA TION
Catll!1cltlgn of Nondlscdmllli1lQJ]; As suppliers of goods or setvice. to the City of
Palo Alto, the firm and individuals listed below certifies that they do not discriminate
-In emproVlI'lent with regards to ege, race, color, religion, national origin, enee.try,
disability, or sexu.1 pteferenc.; that they ere In compliance with all Federel, State and
10cMdrrectlv., and e"culive orders regarding nondiscrimination In employment; end
thet they agree to demonstrate pOSitively end oggressiv,ly the prlnclpre of equ.1
opportunity In employmant.
The Bidder/Proposer egrees speCifically:
1.0 To establish ()(observeemployment policies whlchatfirmatively promote
opportunities for minority persons at all job levels.
2.0
-. J _
3.0
4.0
To communicate thls poticy to 811 persons concerned. Including all
employees, outside recruiting services. espeCially those serving minority
communities, and to the minority communities at large.
To take affirmative action steps to hire mlnotity employe .. within the
crganir8tion.
To be knowladgoable ofthorocal, state. end fed.tall.ws and regulations
concernlng-affirmative action policies and provide opportunilies for
emplovees.
Firm: ____ T_e_c_-h_n_i_T_r_O_"_I_nc_" __ _
Title of Officer Signing: John Papagni -l)res ident
Signature >§'".::.-:-~~~--)
Date June 27, 1;9~ '-
Plaase Include any additional information available regarding equal opportunity
emplovment programs now in effgct within your company.
END OF SECTION
CITY of PALO ALTO: Non-diSCfimina\ion (5/931 S£CTlON 00410-1
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