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HomeMy WebLinkAbout0363.095, -- TO: FROM: AGENDA DATE: SUBJECr: REQUEST City of Palo Alto City Manager's Report HONORAJILE CI1Y COUNCIL CI1Y MANAGER DEPARTMENT: FIRE A 11gB •• " 1995 CMR: 363:95 Award o( Contract to Ralph Andersen and ~j.res for. Nortll County F"u-e Services ConsoUdatioo Study ... d Approval of Budget Amendment Ordinance The purpose oflhis report is 10 request that Council: 1) Approve the attacl!ed Budget Amendment Ordinance (BAO) in the 8IOOUDI ofSI5,OOO to study !he feasibility of <onsoIidating fire protection services in the North Santa Clara County juri5dktioos of Palo Alto. Mountain VieW. Lo5 AItDs, and Lo5 Altos Hills. Due to the <XlDSfrain1S and <:oo«rlnlltioo. needs of !he multi-jurisdk6onal process, !he funds for !his study in !he amounI of $60,000 wen: not encumbered before the end of fiscal year 1994-95. and will be returned 10 reserves as part of the 1994-95 year rod closing process); and 2) award. contract 10 Ralph Andersen and Associates in the amounI ofSSS,l2SIo conduct the conso!idatioll study_ RECOMMVIDATION 1_ Approve the SAO 10 fund Palo Alto's portion of a North Coonl)-Fire Coo.soUdation Study; 2_ Approve and authorize the Mayor 10 execute the attached contract with Ralph Andersen and Associates in the amount of$SS,125 for !he preparation ofajoint study of the costs and benefits of reorganizing North Coonty fire and emergency medical services. ). ' .. ' . ~ .. -)~ " . ". '.-. ... <: } .. '-r:, ' .. ;.,.. ". o Authorize !he City Manager or b<T &:signee 10 negoti.te and e_'IJt< one or more change orders for related work, lO the contract with lWpb Andersen and Associates, the 1o'.a1 value ofwhich cbang. orders shan not excood 54,875. poucy (MfLICATlONS The ,"",!en! althis study is consistenI with existing City po!i<:ies. The I't'SUIts oflhis study may recommend changes !hat have significant policy imp!icatioos. Authorization of the cootract &.cs not represent any changes 10 the existing poliq. EUCUTIVE SUMMARY On April 17,1995, Council approved funding in the amount of S 15,000 to conduct. joint fire services consolidation slUdy with the jurisdictioos ofMcuntain VIeW, Los Altos, and L05 Altos COUDIy Fire Protcctioo District (CMR 20 1:95). Due In the constraints and coordination needs oflhe multi-jurisdictiooaJ Jl"O'=S, !he funds were not encumbered bem!he end of fiscal year 1994-95. The original funamg ",ill be returned to res=es os port of !he 1994-95 year end closing process. Re>'enues from It .. three other jurisdictions' contributions toward the study will be received as part of!he 1995-96 fiscal year. On May 15.1995, Council approved I Joint Pow." Agreement (IFA) In <:<>n<lud a North County Fire ServicesCoosolidation Study with !hejurisdictions ofMounlain VIeW, Los Altos, and Lo5 Altos County Fire Protection District (CMR 246:95). As part of the IPA," ~PoIiq Committee-composed ofrepresentation from the bit jurisdictions, was established to carry out the provisions of the agreetllent The C<lmmittee is composed of the Fire Chiefs' of Palo Alto, Mountain VIeW, and L05 Altos; the Cl!aiIpcrwo oflhe L05 Altos County tire Protectioo District; and the Assislants to the City Manager in Mountain Y leW and L05 A1ti:>s. Palo Alto is serving as the study Administrator. A Request iO< Proposal (RFP} was ""''CIoped by the Poc'C)' Committee and distributed 10 seventeen consultant firms on May 31.1995. The bid process closed on Iune 27, 1995. The Ihn:e and one balf week bid period "'1!S adequate 10 ensure competitive bidding on the project, as evidenced by the six bids which were received. A pre-J'!'OIXlsaJ conference was bold by the Policy CommiUee on June 13, 1995 and was .ttended by three prospeclivc bidOmg consultant firms. The PoIiq COOJmittee reviewed an of the proposals submitted and unanimoosIy re<:ommended thclWph Andersen and Associates' proposal of $55,125. The bids ranged from • high of $350,000 to • low bid of $45,580. The Committee conducted interviews with lh-e of the consultant firms that s~bmitled pr"S'OS"ls and made its recommendation by evaluating each proposiJ against !he following criteria: -c=',"===-=;:-ccCC' \-.. -. -.. -.. --::-.-_____ ~J~ .... ~ ... ".,....'.--... ~.-----.. . : , , • j ,I J • I C RespoosivCDellS 10 RFP C Undem.onding of Project Swpe C Methodology C Recent Relevant fu<perien« Cree C Consolidation Process Experience C Qua1tty/Quantily of Staff Experience C OI'gruUzation of the Project Team C Financial Stability C ltelevanl References Ralph Andersen and Associates rared the blghest on most categories. The low bidder lacked ill men than one of the above ca!eg<Xies and bad DO e>q>erieoce with In" sc:rvke coosoIidatioos. Staff further recommends the use of the remaining S4,@7S budgeted foc the study as • contingency fund (8%) 10 .<!.ire .. possible needs for change orders 10 the contract after the study begins. Unused funds will be rel1lrned in equal portions 10 each of the four jUrisdictions parties 10 the study. Fl!)C,\]! IMPACT The toIaI cost of !he study will DO! exceed $60,000. The jurisdictions involved will share equally i& ;he final cost of the study. The City of Palo Alto's share of that cost will 00( exceed SIS,OOO. J.NYIRONMENHL AS.<gAA.MlNT This project is exempt from CEQA under section I no of the CEQA guidermes. PREPARED BY: Ruben Grijalva, Fire Chief Budget Amendment OrdinlnC" Agreement between City of Palo Aho and Ralpb Anders= and Associates -' , -'. -../ "-~'! -, "'. ':. ORDINANCE NO. " ~'-ORDINANCE OF 'UE ~?UNCIL OF THE CITY OF PALO ALTO NmNDIN<> ':'HE BUD3.."<:. FOR THE FISCAL YEl\R 1995-96 TO PROVIDE A'f AOOIi"'lNAL APPROPRIATION TO fUm A NOR'l"d COUNTY FIRB~ERVICES CONSOLIDATION STUDY WHEREAS, pursuant to. the provisiQns Qf Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 19 1 1995 did adopt a budget for fiscal year 1935-96; and )!1:!E.REAS~ in July. 19.94. the Fire Department responded t.o a Request fo''',; Information from the City of Los Altos for fire prot.ectioI{.~ser"iceB, as did the Mountain View Fire Department and Santa cla~-k Coun-ty Central Fire Protection District i and WHEREAS. further discussiQns were held that led to. a proposal to study a regional fire approach between Palo Alto, Los ~toe, MOuntain View &ad Los Altos Bills; and WHEREAS. it is possible that some form of consolidation could lead to economic and/or service level gain in the four jurisdictions; and WHEREAS. a jointly funded study is proposed to explore this possibility ~th the four localities; and 'WHEREAS, this study will be split evenly among the four jurisdictions and is expected to cost $60 i OOO; and WHEREAS, Palo Altors share of this study would therefore be $1.5,C.oO; and WHEREAS r Palo Alto vi!1 administer the contract for the four jurisdictions and will therefore receive $45,00'0 for Los AltOs i Los Altos Hills. and Moun-tain View"s share of the contract; and ® o WliEREAS" the contract between the four jurisdictions has now beell signed and a cc;nsultant to perform the study is being recommended to the City Council; therefore the study is DOW ready to proceed forward; and WHBRE.-'S, the f\lliding for this study was originally appropriated: in 19514-95 but due to the: oomplexity of the multi­ jurisdictional process .. t.he -contract -.ras not encumbered in that year and funding vill be returned to re$erves as part of the 1994- ~5 year end closing process; and WHEREAS, the appropriation should therefore be rebudgeted. NOW" ~FCRE.. the C~~il of the City of Palo Alto does ORDAIW as follows: SECTION 1. The sum of Forty-?ive Thousand Dollars ($45.000) hI. Revenue from OCher Agencies is bereby i.ncreased in the Fire Department's budget. SECTION 2, The sum of Sixty Thousand Dollars ($60,O'0·OJ is hereby apprOpriated to COntract Services in the Fire Department~s budget and the General Fund Budget Stabilization Reser.re is redu<;ed by Fifteen Thousand Dollars ($15, COol. SECTION 3.. This transaction il3 proje:cted to reduce the "General Fund Budget Stabilization Reserve from $12.<157.411 to $12.042 .. 411. ~ECTION '. As specified in Section 2 .. 2B.OBOCa) of the Palo Alto Municipal Code.. a t'Wo-t.hirds voce of the City Council is Teq~ired to adopt this ordinance. SEf:I'IDN 5.. The council of the City of Palo Alto hereby finds that the enactmen·t of this ordinance is not a project under t.he California EnvironmE".ntal Quality Act and, therefore.. no environmental impact assessment is necessary. SEC71 Qli fi. MUnicipal Code .. adoption. As provided in Section 2.04.375 of the Palo Alto this ordinacce shall become effective upon ., AYES. NOES. ABSTEN'l'!ONS • . ABSE!iT. ATTEST. City Clerk APPROVED AS TO FORM. SY. Asst. City Attorney APPROVED. City Manager Director of Administrative Services .fire Chief APPROVED. Mayor c~ ------:---~ (ro' " ., J.<1 IIB _.X % IIBTIIllI!>l l"IIli: ClrY OP 'ALI) ALro A!II> RALPH J\HI)BRSZIr • ASSOCIATBS FOlI. ,IlOFBSSIOIIlU. COIIS1lL~AIrl' 8nVICBS Dr commcrlOK WX1'!l .ORN COOIIT1' pro COlfSOL IDAUCH ST!1DT THIS AGREEMENT is made and entered into this __ day of ===::,' 15195. by and betw.-en the CITY 01' PALO "1.'1'0. a municipal corporation of california, hereinafter referred to as ·CITY-. and RALPH A..lIIDERSEN i: ASSOCIATES ... a -califoznia corporation, with offices at 14'6 Ethan Way. Suite 101.. Sacramento, California, 95e25, hereinafter referred to as lCONSULTAN7I; • J T B ISS I r BI WHEREAS, crTY desires cert.a.in professional consultant services hereinafter described in connection with the North County Fire COcsolldation Study establisbed by joint powez:'s agreement amoog the City of Palo Alto, ~he City of Mbuotain View. the City Of Los Altos. and the Los Altos County Fire Protectioo District; and WHEREAS. C.ITY desires to eDgage CONSUL'i'AN'I' to provide these services by reason of its qualifications and ~rience for perfo-rming such sez:vices. and CONSULTANT has offered to p~ovide 'the required services cc the terms and in the ~anner set forth herei~i NOW, THEREFORB 4 in consideration of their mutual covenants, the parties hereto agree as follows: SB£TIO* 1 -DEFINITIONS 1.1 J:D:lC The t.erm ·City· shall mean the Cit.y of Falo Alto, Californla~ 1 .2 CITY mmGRB The term ICity Manager-shall zeao the duly appointed City Manager of the City of Palo ~to, California, or his or ber designated representative. . 1.3 CITY a'RSK The term -City Clerk-shall Clerk of the Cit.y of Palo Alto. designated representative. 1 mean the duly appointed City California. or his or het' ,----. -, --,----. • ·"" . . -... :- ~, . The term "PoHey CO<lI!\ittee" shall mean the body of designated represe!lt&tlves Of the City of Palo Alto. City of MOuntain View~ City of Los Altos~ and the Lc3 Altos County Fire PrOtection District established by the jOint powers agreement among these entities dated May 15, 1995. 1.S IISI MlNJGBR Th~ ~erm -Risk Manager-shall mean the duly appointed Risk Manager of the City of Palo Alto~ cal1fornia~ 0= his or her designated representative~ 1 .. 6 PRmgc:r The t.erm -Project-shall mean the North county Fire ConsOlidation Study for which the consultant services are retained in this Agreement. 2.1 c.u:x The CitY~ger shall be t~~ representative of CITY for all purposes under this Agreemen.t. RUBEN GRIJALVA is designated as the Project. Manager for t~e City ~ger~ and he shall supervise the progress and execution o·f this Agreement and represen·t City during the day .. to-day york on the Project~ COGSUL~ s~l. assign a single Project Director to have O""...rerall responsibility for the progress and execution of this Agreement. for CONStJLTANT~ CLAYTON B~ BROWN is hereby designated as the Project Director for CONSULTANT and shall represent CONSULTANT regarding quality control {review of all materials~ documents and study procedures developed by the consultant team} and schedule cootrol (devel~t of written status reports describing specific accomplishments aDd tasks completed~ including comparison of current st&~US to original schedule and iden~ification of important issues relating to schedule) of the project~ as well as participating in initial meetings .and briefings~ data collection, int.erviews. and analysiS and report preparation. JOE HINSBERG and R.ICKARD SMrT'K shall each be assis.oed as project Consultan-t'S for CONSULTANT and shall represent CONSULTANT during the day-to-day work on the Project including data col1ection~ analysis of alternatives~ report 'WTiting~ and presen,tations. Should circumstances or conditions subsequent to the execution of thi~ Agreement require a substitute project Director or Project Consultant for any reason the Project Director or Project Consultan·t designee shall be subject to the prior written approval of th~ Prv1ect Manager~ 2 , . .•.. . o 5 BCTIQ'" it -SCOPS OF pRD.lJU':'T The -objective of the North County Fire Consolidation. Study is to determine if some fonn of combined fire services ~an provide fire ~~ppre!SiOD and related services {emergency medical system services~ fire prevention~ fire investigation, rescue and disaster preparednes8 1 and environmental and hazardous materials management and response programs} at a higher level ot effectiveness and/or efficiency than is currently provided through the four existing but separate fire agencies o,f t.he Ci ty of Palo Alto.. City of Mour!tain View. City of Los A1tos. and Los Altos County Fire Pr~ectlon District. The analysis should evaluate the full range ot issues associated with cOIlSoll.dation alternatives.. inc]udi~ but not. limited to: • The demographics of each community'S service area; .. P~eo,tial cost savings.. improved productivity and/or inproved customer servicei • Existing and future staffing requir~ntB and the effects or conSOlidation on staffing levels; • critical differences in existing procedures, and operating practices and resolving the differences; pollc:tes .. methods for * Differences in current service level standards and met.hods for in.tegrating service levels; .. Potential redundancies in facilities and major capital equipment; • Mechanisms to provide local custexnization o-f services within the existing jurisdictions; • Critical differen~es in fire codes and fire preven,tion/hazardous materials pcllicies; • • rmplications of st~te regulatory requirements; Impact o.f consolidation on any other agencies or service areas that presently receive fire pr~ection from the jurisdictions~ Differences in wage and benefit policies (total compensation,. including all employer costs) including cost impl ications and labor agreemen·ts and methods for integrating the current compensation policies of the jurisdictions; ---/ .. ~ .... -"~ .• .." ~~ .:-" ,'--.-' .. .• ~~. --"\, ,. ~.-.. ... ,' • Effects on dispatch functtocs of each jurisa1ction and available alternatives: • Procedural requirements for co.c.solldatioo/lnerger. including requisite timelines; .. The political -environment with regard to -ecoaomies of scale-versus -local control-; • Study opciODS and alternatives of emergency I!ledical services delivery mechanisms; • Financial oblIgations for each jurisdiction {i.e.~ fire station bonds. workers -canpeoeation costs/claims) as well as those planned Obligations which oUght be avoided; .. Service level equity issues by jurisdiction and associated costs; • Rank structure differen~es and recommendations for addreseing those diff~rences; * Opportunities for funcciooal coosol1datioD. 3 .2" PROJECT M)R K PLaN Project task elements that follow shall be completed by Coosultan·t in essent.ially sequential order:. Task:1 --Stud;y initiation Consultation to deVelop mutual understanding of t.he study process. timing, and final pLodu~t.s. Task 1.1 u Consultatjon yitb PoliC)'" Cgrrgyittee Coasul tant shall meet wi th the Proj ect Manager ar.d Folley C<:mn.itt.ee to confirm the work plan, project schedule, and to discuss the interim study review process and stud.y status reporting methods and schedule. Task 1.2 --Identification Qf nata CoJ1pctiQ"Q Development. by -C~ultant of a. data col.lection checklist of materials needed to conduct the study in consultation with the Project Manager and Policy Committee~ Task 1.3 -. Initial Empl~ee Brjefings .Meetings with affected employees and labor associatIons of each jurisdiction (up to six briefings per agency) ~o introduce the consultant team. provide an overview of the scope and timing of the project, ar~ respond to ~estioos regarding the conduct of the study. Task 2 --pata Collectipn Task 2.1 --Initial pata Collectipn and ReyieW Collection of data identified in tbe data checklist from each jurisdict!oo .nd review of it.s adequacy. Task 2.2 --Interyipwa Dtb ley Staff Members Consultation witb city managezs/ch1ef aoninistrator!F... fire Chiefs... chief· officers. selected tire ea~a1ns and other safety and support Btaff to collect information ~Jt each agencies' resources and policies pertaining to fire services. Task 1 _. Documentation Pescriptio:::l of fO"...u1dationa.l data and information concerning each agencies" resources and poliCies pertaining to tire services. Task 3.1 •. Tpterjw &RPQrt on DcK1 r ment a tjon Preparation of an interim report describing: • Current serviCE demands and service levels; • CUrrent costs by agency; • Existing staffing levelBi • Orsanizatlooal profiles; • Wags and benefit policies {matrix by agency}; • Facility and apparatus inventory; + • State and local procedural constraints; • Financial obligations {matrix by agencyi_ Task 3.2 .-Reyiew pf Interim Report Consultant will distribute one (1) copy of the interim report t.o each agency at least one work week prior to meet~ng with ~he Policy Committee to review the report t.o correct any misdiscripeions, discuss preliminary Observations of Consultant preparatory to subsequent analysis. Task I _. PUbliC WprkshoplStudy Sessions Conduct pUblic worksbops or study sessions for the pUblic (one in each jurisdiction) to review the interim report and solicIt public input relating to issues and concerns regarding the delivery of fire services in the region. s . " -- ''-"., . "-. ':;;-'. Task S ~-Ita1ys1s of fjre Seryic@ Consolidation QptiQns Design a model consolidated fire service organiz.ation capable of delivering acceptable level. of ser-..rice to the study area, including organizational 8tructure, scaffing levels, facility utilization list, and equipment utilization list. Task 5.1 --WOrklOad TdentificatSpn hy Station Allocat.ioo of current workload to stations on efficiency basi •. Task 5.2 --Tden~5fjcat1Qn of reve'. of Serv1ce Identify alternatives for appropriate level of service for a CO!lsolldated agency, taking into consideratioa fire insurance ratings in each agency and the potential impacts of full or partial consclioatio~ of fire services on those ratings. Task 5.3 -. IdentIty Facility aM ApparatnS Needs Define facilities needed to maintain acceptable levels -of service and the apparatus and staffing needed to be assigned to each facility. Task S~4 •• fdent!')" CgmnmicatiooB Needs Define communica~iOQs requirements consolidated agency and analyze ~ential on existing communications infrastructure. for a impacts Task 5.S --Design Consolidated agency OrganScatSon Design an etticien,t and effective organi%ation capable of delivering current or e.ohanced tire serviced to the study areal including appropriate ocgan..izattonal ~tru-cture and staffing requiremen·ts. Task So.' -. Identify Anticipated 9perat'ing COfite Identify the cost of operations for a consolidated agency, reflecting any cost advantages achieved through consolidation. Task 5.7 --ldentj ty ley PersQDnel TssHes Identify key differences in labor OODtracts, salary and bex:efit programs, staffing, and other personnel issues needed to be addressed in the 1mple-IYleutatioo. of a. consolidated agency.. Oisplay in matrix format.. . Task S.B --Identify Stolct!1 r a J alternatives Identify and a.nalyze structural alternat.ives for consolidation.. su-ch as joint powers authorities l contracts for services. and ~her aiternatives l and analyze the benefits and disadvantages of the alternatives as they relate to funding, legal constraints. local control and other important factors~ 6 • Task'...... Prelt"~naxy Study Review with 2nHQr Ccmnfttee Consulta..nt. will present. graphs" charts" alternative matrices and a descri~ion of the accomplished analysis tasks to the Policy Carmittee for review and directiOll in turthe~ analys18~ ~ Task 7 --Allocation Of Coat Task 7~1 --Deyeloprrent Qf Cgat ']'QCat~QD Method Consultant will develop a method of allocating the direct and indirect cost of current fire services among the participating agencies, preferring amoog cost allocation methods based on population., calls tor service, station locations and other commonly accepted methods of cost allocation. Task '~2 --Identify CoBt -SaYings of Coneo'''''atfoo Consuleant will demonstrate ~ential cost savinge realizable from a consolidated agency" based on preferred service-levels and organizational structure_ Task 8 - -Identi fy Ergs and Coo3 Qf Cop sO] idat '00 Consultant will develop a matrix of the .benefits and disadvantages of CODSolidation., displayed for the service area aB"a whole and for each individu~l-agency. Task 9 -~ Identify Critical Issues Consultant will identify critical issues regarding consolidation. either for the service area as a whole or tor individual ageDCles~ A vorki:og paper will be developed by the Consultant for submission to the Project Manager. Task 10 - -PT@3xe Tm;>' ementat j on PJ an Consultant will prepare a detailed listing of the specific tasks necessary to accomplish the possible full or partial consolidation of fire services" including t.he identification of any legal requiremen~s" resolution of organi.za;.ional issues and other critical issuas identified by consultant. A schedule for implementation will be developed by Corisultant. Task 11 --prepare and Review praft Fjnal Report Consultant will prepare a draft final report.' on the feasibility ot: full or partial consolidation of fire services. Coosultant will provide twenty f20} copies of t.he draft final report to the Project ~nager f~ distribution prior t.o review by the Policy Committee. Consultant viII present the draft final report. to the Policy Comnitt.ee for discussion and direct.ion in the 7 -.... ----'-~.- --;~? :~~;~. " .' '" "'.: .. "- completion of the final tl'Je draft report. to participating agency Committee. ~ .', .- . ,"},;, . . >-.' ~- ,,-. report. Consultant will presen,t the legislative body of each upon approval by the Policy Task 12 --!dditfopa' ana'ysTs for Final Report Consultant will conduct an analysis and documentation of any additional issues identified in review of the draft report with the Policy Cocmdttee in preparation for completion of the final report. _ Task 13 --PreparatTQD aM presentation of Fina' ieoort Consultant will prepare a final report incorporating the addit1ona1 analysis resulting from review of the draft report.. Consultant will provide one (1) unbound master re~ and twenty taO) copies of the final report to the Project Manager for distribution prior to review by the Polley Committee. In addition, a brochure gummarlzing the primary findings and recommendations of the report viII . be provided for all fire services employees in each a9eIlC)~. consultant: vill present the final report to the Policy Cocrmittee for its review and acceptance. Consultant will present the final repo~t to the legislative body of each participating agency upon approval by the Policy Committee. COnsultant will provide implementation a<i".rlce to the agencies for a period of six month following acceptan~e of t.he final report by the Policy C<Xm!ittee. Consultant will be available foe unlimited telephonic advice and for a maximum of three (l} on-site meetings during this period. SSC1'ImJ 4 -i'XrrIBS Of' COliSIUtTAlIT 4~1 CONSUL~ represents that It has the expertise and professional qualificatioos to furcish ehe services descrLbed ~nder this Agreement ~ 4~2 CONSULTANT states that it is aware of the require­ ments of the fe<3eral Americans vitb. Disabilities Act o,f 1990, and the Government CQde and the Health and Safety Code of the State of California,. relating to access to public buildings and accommodatiaos for disabled persons. and relating to facilities for ditiabled persons~ CONSULTANT shall comply with such provisions in earr)-ing out the terms of this Agreement. 4~1 CONSULTANT shall furnish CIT)~ with every reasonable opportunilty tor CITY to ascertain. that the services of CONSULTANT are beIng performed in accordance with the requiremen-ts and intentions of this Agreement. e -... --\\".-.. o SBctION 5 -[XUI BS Op CITY 5 . 1 CIT'{ sball examine documents sul:>mi t ted by CONSULTANT and shall render decisions pertaining thereto pr~ly, to avoid unreasonable delay in ~he progress of CONSULTANT's work, consistent ~ith the schedule contained in this Agreement. 5.2 CITY shall furnish su~h information as Is in CITY'S files or the files of the participating agencies, as necess~ry for CONSULTANT to turn1sh the servIces described under this A9reement~ 5.4 If CI'l'Y observes or otberwise becomes aware of any fault or defect in the Project or noncontorman~e with the coctract c.'Ioc·..lIJ\E:nts.. CITY shall give prompt written notice ther.:!of to CONSULTANT • SECTION E -pAyMENT Fa}'lt'ent shall be wade by CITY -only {or services rendered and within thirty I~OJ day. of submission in triplicate of ~thly progress payment requests. Bach invoice shall be itemized as to tbe type of payment described in this section. The consultant's iItvoice fonrat. shall be reviewed aDd approved by the CITY Cout.ract Project. Manager prior -to submittal of CONSULTANT.~s first invoice. Invoi~es shall be'suhmltted no more frequently than monthly. 6 • 1. OONSJE .=rANT 1 S FEES In consideration for the full performa~e of the basic services described in this Agreement~ CIT~ agrees to pay CONSULTANT a fee oot: to exceed FIFTY· FIVE TIIOUSAND ONE !IUl<DRIID TWENTY-FIVE DOLLARS ($55,125). The aggregate amount invoiced by Consultant may rJot exceed ceilings determined by the following Milestone schedule: • Completion of Tasks 1 througb 3 30t • Completion of Prelimiruuy Study Review sot (Tasks 4 through 6 J • Completion o·f Draft Consolidation (Tasks 1 through 111 Report. 80\ • Completioo of Final (Task 13) Cocsolidatlon Report. 100\ 6" .1.1 Extra Work or Changes. Payment for extra work .or changes in the work authorized in advance in writing by the Project Manager shall be made within thirty .')O} ~2y~ o~ sUbmission by CONSULTANT of a statement in t.riplicate of itemized costs covering such vork4 Prior to commencing su-ch extra work or changes ... CONSULTAN'l' and Clrr shall agree upon an estimated nDt.-to­ exceed cost for su-ch extra york. In no event shall CONSULTANT be 9 • () paid fOE design work or Change order preparation which is necessary because of CONSULTANT's errors or oversights. 6.1.3 Pament Upon Suspeosioo or Term1nation4 If the Project Is suspende:::J for more than three {l} months or temi%lated in woole <>r in part, CQNSULTAN'l' shall l:.e paid its cQmPensation for services performe~ prior to receipt of written not:.ice from. CITY of such suspension or terminatlon~ together 'With a~itiODal and reimbursable expenses then cue~ If the Project is resumed after being suspended for more than thirty-nO} days,. any eb.:&nge in O)NSUL'!'AN'l"s ~1lSati.on shall be subject. to renegotia~ t.lon and .. if necessary .. approval by the City Manager. If this Agreement is suspended or terminated for fault of CONSlTLTANT, CITY shall be e>bligated t<> compensate CONSULTANT =ly for that portion of CONSULTAN7's servIces which are of benefit t.o CITY,. as su-ch determdnation may be made by the City Manager in the reasonable exercise of his or her discretl00. SECTION 7 -PROGRESS AND rnMpI,Bl'IQN The term of this Agreezr.ec.t shall corrmence upon its -execution by CITY 4 Following receipt of a Not-ice to Proceed .... CONSULTAN'l' shall ccrt'II:'IeIlCf-work on the study in accordance with t.he t~ schedule set forth below4 Th~ parties hereto agree that time is of tbe essence of this AgreemF-Dt. 7.2 TIME QF COMpLBTTON CONSULTANT agrees to perform t.he services within fourteen (l,C:) weeks folloving issuance of the not.ice to proceed, excluding the services in Task 14. (i..q)lement.ation asslstan-cel.. However, any cbange in t.he scope of services or other -changes due to CI'l"Y' S operating requiremen~s may require a revised timetable4 Any su~h revisions .ball ~ docwnented in writing and authoriz.ed by the CITY's Project Ma~ger and CONSu~TANT'S Project Director. CITY agrees to exercise due dilig~Dce in performdng its tasks to lnlplement CONSULTANT'S timetable. 7 .. 4 BXTRNsION' op TIME op O?MpT EXTON In the event the services called for under this Agreement are not completed by ~SULTANT Witbin tbe time epecifieQ~ CITY shall have the cptlon to extend the time of completion if provided reasonable advance written notice of such delay by CONSt1LTAN'l'. Such notice shall specify why the work cannot be completed on schedule.. 'I'his paragraph does not. preclude the recovery of dall'ages for delay by either party~ 10 .--.' , ,-, S'SC'l'ION 9 ~ TRFt<Di"'TIOfi OR SIJSPENSTON OF !GRBQMIT 9 • 1 CANCB!.r,aTxQtI ax O?NSUT,TJ.NT CONSULTAN'I' may terminate this Agreement. or suspend 'WOrk on the Project by providing thirty (3D) days' written notice thereof tQ CITY~ but ooly in the even~ of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project. 9: • 2 "ANCRT.r.,.,TION BY CITY Without limitation to such rigbts or remedies as CITY shall otherwise bave by law, C!TY may terminate this Agre~~nt or suspend 'Work on the Project with or without cause .. by providing fifteen {1S) daysr written notice thereof t.o CONSULTANT. or imnediat.ely after submission t.o CITY by CONSULTA..'"fl' of any canpleted item of service spec1fied in Section C of thi9 Agre~~nt. CONSULTANT agrees to cease all .... ork under t.his Agreement upon receipt of said written notice, SECfIQN 10 .. CONSW,Tj!.rIT' ~ RRCOBos Records pertaining to -the Project shall be kept by CONSULTANT and shall be Jnade available to CITY' at mutually COClvenien-t times during the term of thia Agreelnent and for three (3) years following the completion Qr termination of this Agreement~ S ECTIQN 11 -QWNEFSRJ P OF fXX'JMRNTS Subject to cbe provisioos of Paragraph 11.2 below1 the original documents prepared by CONSULTANT in the performance of thIs Agreement .. alt.hough instruments of professional service. are and shall be the property of CITY whether the Project for which they are ~de is imp!emented or ~. 11.2 TRANSFER m CITY Upon terminatiOfi under Section 9 of this Agreement and upon CITY's payment of t.he amount required to be paid to Consultant. the oriqinals of all docuI:1.ents developed in the performan~e of this Agreement shall became the property of CITY~ a.nd: CONSULTANT shall t.ransfer them to CITY, upon request,. without additional ~nsa'tioc. CITY shall have the right to utilize any completed or uncocrpleted documents i'reparec1 hereunder by CONSULTANT • SECFTON 1? • INTSREST OF O1t1SW.TlHfI' In accept ing this Agreement,. CONSULTANT covenants that it presently has no interest.. and shall not acquire any interest .. direct or indirect. financial or v~-herwise .. with any entities whiCh 11 ~ ..::- .,\.:( -.',-. '"" ." I. would conflict in any ~er or degree with the performance Qf ~he services hereunder. OONSULT~RT further covenants that. In the perforr4nce of ~hls Agreement, no subcoctractor or person having such an Interest. shall be ettployed~ CONSULTA.~ certifiea that DO­ ODe who has or will have any financial interest under this Agreement is an officer or employee of CITY. It is expressly agree~ that In the performance of the professional services required UDder this Agreement CONSULTANT, and any of its subcoosultanta or e:rployeea.. shall at all times be cocsidered iDd~peodent coctractors and not agent.s or employees of CITY. SRCI'IQN 1] -TNpEjMNITY CONSULTANT agrees to procect .. indemnify. defend arsd bold ha~ess CITY 1 its Council members. officers, agents and employees from any aDd all demands.. claims •. or liabil ity of any nature, including death or injury ~o any person.. property damage or any other 10813"1 caused by or arising out of CONSULTA."fI'ts. its officers·. agents', subcontractors' or employees' negligent acts .. errors .. or omissions, or ~llful m1scoodu~t .. or conduct for which the la.w may impose strict liability O<l CONSULTANT in the performance of or failure to perform its Obligations under ~his Agreement. sgc:rTON 14 • tNSIIRANCR EEQUTRgMRNTS 14.1. INSURANCE Q)VBRAGB CONSOLTANT~ at its sole ~t and expense~ shall ~ain and maint.ain~ in full force and effect throughout the entire term of this Agreemen·t, the insurance coverage described in Exhibit '.A' to this Agreement, attached hereto and made a part hereof by this reference, insuring not only CONSULTANT but also Cwith the exce~fon of Yorkers' compenBatioo~ employer's liability and professional liability insurance, if any such is required) naming as additional insureds CITY, its Council members~ ofticers~ agents and employees~ and each of them .. for liability or loss resulting frcr.:l. or arising out of CONSULTANT's performance of this Agreement. ... r. All insu.rance coverage required hereunder shall be· provided through carriers with a Best rating of A:VII or higher that are admitted to do bu~iness in tbe State of California. Any and all subcontractors of CONSULT~~t under this Agree~~nt shall ~ain and maintain.. in full force and effect throughout the te~ of this Agreement .. identical insurance cO\rerage, with eIn named as additional insured under such policies as required above. 14.2 EVIDENCE OF INSURANCE Certificates of such insurance. preferably on the forms provided by CITY, shall be filed with CITY con~urrently with the execution of tbis Agreement. The certificates shall be subject to the approval of the Risk ~nager and shall contain an endorsement 12 , , . ..... I j ~ ! .; ~\ ,-. - , . o 8tating that the insuran<:e is pr!mary c:overag .. and will not be cancelled or altered by the insurer exce~ after filing with the City Clerk thirty (30) days' prior written notice of such caLCellation or alteration, and that the City of Palo Alto is named aa an additional insured exce~ in policies of workers' compensatIon, employer's liability, and profeSSional liability in.sura.nce. Current: certificates of such insurance shall be kept. on file at all times during the ter.m of this Agreement with the City Clerk. 14.3 llQ • .'·TMIT of TrIASU/ITY The procuring of such required policy or policies of insurance shall ~ be construed to lir~t CONSULTANT's liability hereunder nor to fulfill tbe inderr~ificatiOQ provision and requirements of this Agreement.. Notwithstanding said policy or policies of insurance, (."ONTRAC'TOR. shall be obligated for the full and total amount of any damage. injury.. or loss caused by the sezvices performed under this Agreement.. including after t.he Agreement has terminated or explred. CONSULTANT~ by executing t.hIs Agreemen~ .. certifies that it is aware of the provisions o.f the Labor Code of the State of California which require every employer to be-insured against liability for workers_' cC'J'li"e!'sation or to undertue self-insurance in accordance with the provisions of that Code~ and certifies that it will comply with su~h prOVisions before commencing the perfor.maoce of the work under tbis Agreeme~t. SBCFIQN 1 6 -pup E gr.ma BINpING: The terms.. covenants~ and conditions of this Agreement sha11 apply to, and shall bind. the heirs. successors, executors~ administrators. assigns~ and subcon·tracto.rB. as the case may be, of ~h parties .• l' • 1 PRBSON1I, SERVICES OF CONS-IJLTNn Both parties hereto recognize t.hat this Agreement is to~ tbe personal services of CONSOLTA."IT and cannot be transferred, assigned or sUbcontracted by CONSULTANT ~thout the prior ~Tltten Co.lSent Of CITY. SEC'J'TON 1 B -RET,IANCB upoN PROFESSIQNAl. SKIJd, OF CONSUI.TAN]' It is mutually understood and agreed by and bet~een the parties hereto that CONSULTANT 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 perform the work in the most skillful manner, and CO~~TANT agrees to thus u • • \ ." . -., perform the 'Wo-rk~ The ae<:ept.a.nce of CONS!JLTAN'T'a work by CITY does .DOt. operate as a release c·t CONSULTANT from the obligation. SBC1'ION 1 9 .. lQ IYBRS The' waiver by either party Of any breach or violation of any t.erm.. covenant.. or cocditlon ot this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of an.y such term .. covenant, condition, ordinance .. or 1a:", or of any subsequent breach or violation of the same or of any other term.. -covenant.,. condition, ordinan<:e or laW'. The sub6equent acceptance by either party of any fee or other Z!1Ol:ley which may become due hereunder Shall not. be deerr.ed to be a vaiver of any precedIng breach or violation by t.he other part)" of any term" covenant .. or ooodition of this Agreemen~ or of any applicable law or ordin,an....-e .. £9fi1fn,,-2Q .. NO IMpI.IRP WAIVER No payment, partial payment.. acceptan-ce" or partial acceptance by CITY sha11 operate as a waiver 00 the part. of CIT'! of any of its rigbts under this Agre~~~nt. SRC7IQN 2} -COSTS AND ATMRNEYS' FEES The prevailing party in any &ct.ioc. brought. to enforce the t.erms of t.his Agreement or arising out of this Agreement may recover its reasonable coste and attorneys I tees expended in connection with such an ace-ioo. from the other party. 22.1 am oCi' qmsm,TANT No dis..crimination shall be made in the employment of persODs under t.hls A9I'eement because of t.he age, race. color, national origin r ances~ry, religiOD~ disability, sexual preference or eex of such person. If ~he value of this Agre~~nt is. or may be, Five n-..ousand Dollars ($5,00<1) or more, CONSULTAA,. agrees to meet all requirement.s of the Palo Alto ~icipal Code pertaining to I>On<1iscriminatiOll in employment, including completing the ·Compliance Report--Noodiscrimination Provisions of City of Palo ~to Contracts· on the form furnished by CITY~ attached hereto as Exhibit ·C· and made a part hereof by this reference. CONSULTANT agrees that each agreement for services trom independent providers shall contain a provislon substantially as follows: ·Provider shall provide CONSULTANT with a certificate stating that he (or she) is curreatly in complia~e with all Federal and State of California laws coveriDg noodiscriminatlon in employment; that be (or she) will pursue an affirrr.ative course of • action as required by the Affirmative ~ction Guidelines of the City of Palo Alto; and that he (or abe) will not discrilfl.:inate in the employment of any person under this contract because of the age. race,. color~ national or!gln6 ancestry ... religion,. disability. sexual preference or sex of such persoo4- 22.2 ERNJurx FOR DISOUHTNATION -\..~--: /'-.. -- If CONSULTAN'l' is f=d in violation of the nondiscr1Inina.tlon previsions Of the State -of Calitorcda Fair Employment Practices Act or similar provisions of fe6e~al law or executive order In the performance of this Agreement, it shall thereby be fou.nd in material breach of this Agreemen·t. Tbereupoil.l CITY shall have the power to c:an<:el or suspend t:tds Agreement. in whole or in part,. or to deduct from t.he amount payable to OONSUL~ the sum of Twenty-Five Dollars ($25J for each person for each calendar day during 'Which such person vas discriminated. against~ as damages for said breach of contract l or ~b. Only a finding C1,f the State of California Fair Employmetl.t Pract.ices Commission or the equivalent federal agency or o,fficer shall ~titute evidence o! a violation of contract under this sectio~. If CONSULTANT is .found in violation of t.he nondiscrimination provIsions of this Agree~nt or the applicable affirmative action guidelines pertaining to this Agreement. CONSULTANT shall be found in material breach of this Agreement. Thereupon.. CITY shall have the power t.o cancel or suspend this ~greement:. in whole or in part. or t.o. dedu-ct from tbe amount payable to CONSULTAN'I' the sum of Two Hundred Fifty Dollars ($250) for each calendar day durl..ng which CONSULTANT is found to have been in such noncompliance as damages for breach of contract. or both. SSCTION 23 -!REITRaTION Upon agreement of the parties any controversy or claLm arising OI.Jt of or relating to this Agreement If.ay be settled by arbitration in accordance with the Rules of the American Arbit.ration Association, and judgment upon the award rendered by the Arbitrators roay be entered in any court having jurisdiction thereo,f~ SECTION 2. NOTICES All not:ices hereunder shall be given in writ.ing and mailed# postage prepaid. by certified mail# addressed as follows: To CITY: Office of the City Clerk Post Office Box 10250 Palo Alto,.CA 94303 TO CONSULTANT: Attention of the Project Director at the address of CONSULTANT recited above , . 15 ,--------~ . ",:"-',"' c~ ~ '"-. .. :-> ,'-' , . --~ ... -,- • : •• -': --., . SECTION '5 -au· COVEN!NTS ARB CONDITIONS All provisions of this Agreement a.re: expressly mad.e conditio" •. This document represents the entire and integrated agreement between CITY a.nd CONSULTANT and supersedes all prior negotiations l representations. and agreements. either written or oral .. Thls documet,t .... y be aIreI:'ded 0I11y by written instrument, signed by both crn and CONSULTANT. SBCtJQJS 21 ... GOVERNING lAX This Agreement shall be go-.rerned by tl"..e laws: of t.he State of california. IN WITNESS WHEREOF" the parti.es hereto :have executed t.his Agreemec.t the day and year first above written~ CITY OF PAlh ALTO City Manager Senior Asst. City Attorney APPROVED: Director of Adrndnistrative se~ t& Fir Cb .s.isk Manager Attachments; RALPH A"'iDERSEN " ASSOCIATES By: ~Z;C&«<foo.c Its: &4')// EO T~yer's 1.0. No. 94·2299383 EXHIBIT wA",: E.XH IBIT ·8 III : INSURANCE RBQUIF-EMENTS CER"l'IFICATIOIi Of NON·DISCRIMINATION -. CDrIJ'ICATJI or AC'JlIOIILEDGI(l (Civil Code I 1189) ----------------------) STATE OF COIJIITY OF I _____________________ 1 On noe .. ry public before me,. the undersigned in and for said county. personally appeared personally known to me Cor proved to me on the basis :',f satisfactory eviden~e) to be the person(s) whose namers} is/are sUbscribed to the within instrument,. and acknowledged to me that he/she/they executed ~he same in his! her/their authorized capacity lies' • and that by Ms!her/their signature [., on the instrument the persCQrs}~ or the entity upon ~half of which the peraon(s) acted,. executed the inBtruro~nt~ WITNESS my t.u>d and official seal . . :----...-- , ~ ". <, S><-.. "