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AMENDED AND RESTATED RENTAL AGREEMENT
for
PUBLIC TOILETS
between the
CITY OF PALO ALTO
and
JC DECAUX SAN FRANCISCO, LLC
(CONTRACT NO. C20175026A)
THIS, RENTAL AGREEMENT FOR PUBLIC TOILETS (this “Agreement”) is entered into by and between the CITY OF PALO ALTO, a California charter city and municipal corporation, hereinafter referred to as the “CITY”, and JCDECAUX SAN FRANCISCO, LLC, a California Limited Liability Company , located at 81 Dorman Avenue, Suite B, San Francisco, CA 94124 hereinafter referred to as “CONTRACTOR”, effective as of February 26, 2024 (the “Effective Date”).
Recitals
WHEREAS, CITY and JCDECAUX SAN FRANCISCO, INC. entered into that certain agreement (Contract No. C20175026A) entitled the “Rental Agreement for Automatic Public Toilets” as of January 25, 1999 with a twenty-year term (hereinafter referred to as the “Original Agreement”);
WHEREAS, CONTRACTOR assumed the Original Agreement as successor in interest to JCDECAUX SAN FRANCISCO, INC. in 2001;
WHEREAS, the term of the Original Agreement expired as of January 24, 2019 and was renewed through January 24, 2024;
WHEREAS, CITY and CONTRACTOR, each by their conduct, continued their contractual relationship consistent with the Original Agreement, despite the passing of the expiration date; and
WHEREAS, CITY and CONTRACTOR desire to memorialize their continued contractual relationship by entering into this Amended and Restated Agreement on substantially the same terms and conditions as the Original Agreement with regard to one (1) existing Automatic Public Toilet (the second Automatic Public Toilet was removed on August 29, 2023);
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Agreement, CITY and CONTRACTOR agree as follows:
1. Definitions.
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In addition to terms defined elsewhere in this Agreement, where any word or phrase defined below is used in any part of this Agreement, it shall have the meaning herein set forth:
A. “Agreement” means this contract, as originally executed and as amended or extended from time to time.
B. “Automatic Public Toilet” or “APT” means a free-standing enclosure containing an automatic self-cleaning toilet available for use by the general public as provided herein.
C. “City” means the City of Palo Alto, California.
D. “PW Director” means the Director of the Department of Public Works of the City of Palo Alto.
E. “Facilities Management” means the Ma nager of the Facilities Management Division of Public Works Department.
F. “Reference Rate” means the interest rate charged by the Bank of America, NT & SA, San Francisco, California, to its best corporate clients at the beginning of each month, or if such rate is discontinued, then the Reference Rate shall be the Prime Rate published in The Wall Street Journal as being the rate on corporate loans posted by at least 75% of the nation's largest banks.
G. “Vandalism” means willful or malicious damage or destruction of an APT or any part thereof caused by a party other than CONTRACTOR or CITY but shall exclude graffiti, ordinary wear and tear, and any damage caused during riots and other declared civil emergencies.
2. Term of Agreement: Options to Extend.
A. The “Term Commencement Date” of this Agreement shall be January 25, 2024.
The term shall continue from the Term Commencement Date, subject to Subsection 2.B and Section 18 hereof, for five (5) years until the “Termination Date” unless earlier terminated as provided for in this Agreement.
B. lf this Agreement shall not have been previously terminated and CITY is not in default under this Agreement at the time of the giving of notice as described below (or, if CITY is in default, but CITY is diligently proceeding to cure said default),and is not in default at the Termination Date or the expiration date of the First Option Term (as hereinafter defined), as appropriate (or, if CITY is in default but CITY is diligently proceeding to cure said default), then CITY shall have the option, with the consent of Contractor, to extend the term of this Agreement on the same terms and conditions for an additional term of five (5) years from the expiration date of this Agreement (the “Option Term”)·
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provided, however, that such option, as to each Option Term, may be exercised only by the delivery of written notice by CITY to CONTRACTOR delivered at least six (6) months in advance of the Termination Date or the expiration date of the First Option Term, as the case may be.
3. Equipment.
A. Subject to all terms and conditions of this Agreement, CONTRACTOR has, in accordance with the provisions of the Original Agreement, installed and pursuant to this Agreement shall continue to rent to, operate, and maintain for the CITY under the terms and conditions of this Agreement one (1) APT at the location shown on Exhibit A (APT Location) attached hereto and incorporated herein.
B. [RESERVED BY AGREEMENT OF THE PARTIES.]
4. Ownership of Equipment.
All APTs constructed, installed and maintained pursuant to this Agreement, and all intellectual property rights embodied in and/or related to such APTs, shall be and remain the property of CONTRACTOR.
5. Rent.
A. Rent. Subject to Section 6 below, CITY agrees to pay CONTRACTOR an annual rent for each APT in the amount of One Hundred Nineteen Thousand One Hundred Sixty-Two Dollars and Twenty-Eight Cents ($119,162.28) (the "Rent”). The Rent commencement date shall be as of the Effective Date. Rent shall be increased or decreased annually as provided in Subsection B below, but in no event shall Rent be decreased below the amount of $119,162.28 per year per APT. The parties further acknowledge that the amount of Rent payable hereunder may also be reduced from time to time by credits and/or offsets as provided in Subsection C below.
B. CPI Changes. The Rent shall be increased by nine (9) percent on January 25, 2024; and then adjusted annually on each January 25th (“Rent Adjustment Date”) as follows: the Rent shall be adjusted based on the percentage change in the most recently published Consumer Price Index (CPI) (Urban Wage Earners and, Clerical Workers in San Francisco – Oakland Standard Metropolitan Statistical Area (1982 - 84 = 100)) as calculated for a twelve month period from the last Rent Adjustment Date. The annual CPI adjustment shall be limited to a maximum of five (5) percent.
C. Credits and Offsets.
(1) The parties agree that to the extent CITY has paid Rent in advance for an APT, and such APT is not operational throughout the period for which such Rent was
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paid, CITY shall have the right to reduce future Rent payments due to CONTRACTOR by an appropriate· pro rata amount for such non-operational period; provided, however, that CITY shall only be able to so reduce such future Rent payments if CITY has given notice to CONTRACTOR that an APT is not operational, the APT continues to be non-operational twenty-four (24) hours after such notice, and only to the extent the APT (after such initial 24-hour period) is non-operational for more than twelve (12) hours in any one day; provided, however, that Rent shall not be so reduced in any case where an APT is non-operational due to the fault of the CITY; and provided, further, that notice by CITY to CONTRACTOR shall not be required in order for CITY to exercise its right of Rent reduction in the case of the destruction of an APT and such period of Rent reduction shall commence immediately upon such destruction.
(2) CITYs option, to the extent CITY is owed amounts under Section 5.C.(1),
10.D.(2), 12.D., 13.D., and/or 18.B. hereof, which amounts have not been paid by CONTRACTOR within the time allowed therefor; with written notice to CONTRACTOR, CITY shall have the right to offset Rent payments that become due by such amounts due and not paid by CONTRACTOR, plus interest thereon as provided herein. Except as pr ovided in this Subsection 5. C. (2), CITY shall not have the right to offset any other amounts due or claimed to be due to CITY hereunder unless CITY has obtained a final judgment against CONTRACTOR with respect to a claim under this Agreement.
6. Payment of Rent.
A. CITY shalI make Rent payments to CONTRACTOR quarterly in advance for each APT. For this purpose, January 1, April 1, July 1 and October 1 shall be deemed “Quarterly Payment Dates”.
B. The first Rent payment for each APT shall be due within thirty (30) days after the execution of this Agreement; provided however, that the first Rent payment shall be prorated and shall cover the period from the Effective Date to the day before the next Quarterly Payment Date.
7. Late Payments.
Payments due hereunder, including without limitation Rent, which are not received within thirty (30) days after such amount becomes due shall bear interest at the Reference Rate plus two percent (2%), from and after the date said payment was due untiI the date paid.
8. Installation Schedule.
CONTRACTOR has removed one (1) APT and delivered and installed one (1) APT in accordance with the Original Agreement.
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9. Modifications of APT.
Without limiting any other obligations of CONTRACTOR set forth in this Agreement, and subject to all the terms and conditions of this Agreement, CONTRACTOR shall effect at its cost such technical improvements or alterations to the APTs as, in the course of its business, it may introduce from time to time to such model and which may be introduced without modification of the basic design, including the shell and other major components of the APT. No improvement or alteration shall be made without the written consent of CITY if such alteration would cause the APT to deviate from the plans an d specifications attached as Exhibit B (Plans and Specifications) to the Original Agreement, would violate any requirement of this Agreement, or would alter the exterior appearance of the APT.
The CITY will not unreasonably withhold or delay its consent to any improvement or alteration for which its consent is required; provided, however, it shall not be considered unreasonable to withhold approval of any alteration which would materially adversely affect the operation of the APT. After any such improvement or alteration, this Agreement shall continue as if any improved or altered APT was one of the original APTs supplied under this Agreement.
10. Installation of APT.
A General.
(1) CONTRACTOR has removed one (1) APT and installed one (1) APT in accordance with the requirements of the Original Agreement. CONTRACTOR shall be and shall keep fully informed of the City Charter, codes, ordinances and regulations and of all state, local and federal laws in any manner affecting the performance of this Agreement and the operation of the APT and shall at all times comply with applicable codes. Citation of any specific code sections in this Agreement shall not excuse CONTRACTOR from its obligation to comply with all applicable local, state, federal laws and ordinances. It is the understanding of CONTRACTOR and CITY as of the Effective Date that the City's building code does not apply to the APT, however Plumbing and Electrical permits are required for the installation of Utility services (laterals).
(2) CONTRACTOR agrees that it shall neither have nor acquire any possessory interest in any property on which an APT has been installed pursuant to this Agreement.
(3) Change in Laws. If the CITY, the State of California, the federal government or any other governmental agency should adopt a change in laws or regulations applicable to the APT so as to require significant alteration of or a significant increase in the cost of the operation of the APT, then at the request of CONTRACTOR, CITY and CONTRACTOR shall negotiate in good faith possible modifications to this Agreement to compensate for the effect of such change. In no event shalI CITY be required to agree to any particular
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modification of this Agreement. lf no modification of this Agreement satisfactory to both CONTRACTOR and CITY is agreed upon within one hundred twenty (120) days after CONTRACTOR's request to CITY, CONTRACTOR may, at its option, elect to terminate this Agreement upon ninety (90) days’ notice to CITY.
For purposes of this provision the term significant shall mean an alteration cost or an operational cost increase equal to at least five percent (5%) of the then remaining Rent due to CONTRACTOR under this Agreement, as extended.
B. Regulatory Approvals Required for APT. CONTRACTOR has submitted construction drawings and supporting documents necessary to obtain all required approvals from permitting authorities with jurisdiction over the APT location and paid all related fees, subject to Subsec tion A.(1) above, in connection with installation of the APT in accordance with the provisions of the Original Agreement.
C. Locations and Site of APT. CONTRACTOR has installed the APT at the location designated and approved in accordance with this Subsection.
(1) Location. A list of the location for the one (1) APT is attached as Exhibit A.
(2) Additional APT Locations. [intentionally omitted].
(3) Review and Approval of APT Locations. If City directs a relocation pursuant to Section D, CITY and CONTRACTOR shall inspect the proposed locations and exchange information regarding the suitability of each such location for an APT.
CITY acknowledges that the installation of the APT requires clear space of at least three and one-haIf feet (3-1/2’) below the surface of the slab. lf a proposed location will not provide the clear space necessary for the installation of the APT, CONTRACTOR may disapprove the location and CITY shall designate a substitute location. CONTRACTOR in its sole discretion shall determine if the APT structure is feasible to relocate.
(4) Reimbursement of Cost of Foundations and Utility Laterals. In connection with a relocation, CITY shall reimburse CONTRACTOR for the cost of installation of the foundations of each APT and extension of utility laterals to each APT, including without limitation, costs of site preparation, trenching, and street restoration required in connection with the installation of foundations and extension of utility laterals. Utility laterals covered by the: foregoing shall include, without limitation, sanitary sewer, electrical, water and telephone/communication services to each APT.
Prior to performing such work, CONTRACTOR shall obtain a minimum of three (3) competitive quotes from licensed contractors for performance of this work, unless the PW Director in writing agrees that such competitive quotes are not required. CONTRACTOR shall submit to CITY for CITY’s review and approval, which approval will not be unreasonably withheld, the proposed contract with the selected contractor, along with a summary of , the other competitive quotes
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received, if any. Any disapproval shall be accompanied by a detailed explanation of the reasons for disapproval and shall automatically extend on a day-for-day basis, the dates for installation of the APT untiI such a contract has been approved' by CITY. lf CITY fails to respond within ten (10) days after submission of the required information, the contract shall be deemed approved.
CITY shall reimburse CONTRACTOR for costs incurred for the subject work in accordance with the approved contracts within thirty (30) days of submission by CONTRACTOR to CITY of an invoice therefor, accompanied by evidence of amounts paid to the contractor.
D. Relocation of APT.
(1) CONTRACTOR may not relocate or remove an APT during the term of this Agreement without the CITY’s approval which shall not be unreasonably withheld, except that the new location for any relocated APT shall be subject to the CITY's approval in its sole discretion; provided however, that if Contractor in its sole opinion determines that it is not practical to refurbish or repair an APT, then Contractor shall remove such APT in accordance with the provisions of Section 13.D (Repair and Replacement). Without limiting the foregoing, the parties acknowledge that unless CITY approves the new location for any APT, which approval shall be in CITY's sole discretion, relocation of APTs shall not be allowed under this Agreement.
(2) [Intentionally Omitted]
(3) CITY may direct CONTRACTOR to relocate the one (1) APT during the term of this Agreement but only if CITY bears all removal and relocation costs, or, at CITYs option CITY requires a third party to bear such costs, and only if Contractor, in its sole discretion shall determine that it is feasible to relocate the APT structure.
(4) Pursuant to Subsection 13.E., CONTRACTOR may, with CITY's approval, elect to relocate and remove any APT, for which CONTRACTOR shall bear the full cost of removal ·and relocation, including sidewalk and curb restoration if the same is affected by the removal. The new location of any such relocated APT shall be determined in accordance with Subsections 10.C. and 10.D.(1).
(5) Removal During the Term. The CITY has directed the removal of one (1) APT during the original term (while retaining one APT under this Agreement) for which CONTRACTOR shall bear the full cost of removal of the APT structure.
CITY shall, in accordance with the procedures described in Section 10.C(4), reimburse CONTRACTOR for restoration of the street at the removal location (including restoration of sidewalks, streets, walkways, parking lots, walls and curbs, and disconnection or capping of utility service laterals). In the event CONTRACTOR fails to remove the APT within one hundred twenty (120) days following approval by CITY of all permits for removal of the APT and of the
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contract for work to be reimbursed by CITY pursuant to Section 10.C(4), then CITY may, at its sole discretion, cause the removal and storage or disposal of said APT and recover any and all costs incurred from CONTRACTOR, for which the CONTRACTOR would of been responsible. Such costs shall be paid directly to CITY by CONTRACTOR upon the invoice therefor.
E. Clearance Requirements for APT. After the installation of an APT, CITY shall use its best efforts to assure that new structures or obstacles are not placed in the area which would obstruct the access to such APT.
F. APT Design. CONTRACTOR has designed, constructed, and installed the APT contracted for under this Agreement in conformity with the requirements of the Original Agreement and in conformity with the plans and specifications attached to the Original Agreement as Exhibit B (Plans and Specifications). Such plans and specifications may be modified by the CONTRACTOR only with the prior written approval of the CITY. Such approval shall not be unreasonably withheld if the proposed change does not materially affect the external appearance or the disabled access requirements of the APT or adversely affect the operation of the APT. The design cost for Utility installation and foundation work shall be borne by the CITY. However, CONTRACTOR shall arrange for an Engineer to prepare the necessary documents. The CONTRACTOR will Work with the CITY to arrange for appropriate design fees. No work shall start untiI CITY has approved for such fees.
G. Location Drawings and Construction Engineering Plans for APT. All construction work shall be done in accordance with, Department of Public Works Standard Specifications and Details, most current version, and all other applicable codes.
Location drawings shall contain twenty feet (20’) to one inch (1”) scale representation of the proposed APT site and shall cover the area from the property line to the street centerlines at the nearest intersection. Mid-block sites can be shown with broken line ties. The drawings also shall give alI necessary street dimensions, such as sidewalk width and street width, and denote alI surface and subsurface structures, including hydrants, utility poles and catch basins, subsidewalk, basements, transit shelters, and bus stops and their accurate positions. After approval of a particular location, CONTRACTOR shall aIso submit to the Department of Public Works engineering plans showing sewer connections, water service connections, electrical service connections, telephone/communications service connections, and foundation details for each APT, which plans shall be stamped and signed by an engineer registered with the State of California. CONTRACTOR is responsible for identifying all utility lines located beneath the APT and for showing all such utility lines on the location drawing and notifying underground service alert prior to any excavation. Under this Agreement, the City must approve the location and engineering drawings and issue encroachment and excavation approvals before CONTRACTOR may commence work on a particular site or location.
H. Electrical, Sewage, Telephone and Water Services; Utility Connection.
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Subject to Subsection 10.C(4), the installation of utility laterals from existing mains to the APT site will be installed by the CITY. All service lines shall be underground.
CONTRACTOR shall arrange for and bear the full cost of the internal APT components and perform all APT utility hook-up procedures to these laterals at the APT unit in accordance with all laws.
I. Operating Charges for Utilities. CITY sha ll bear the full cost for monthly operating charges for water, electrical, sanitary sewer and telephone/communications services to APT. All such services shall be in CITY’s name and CITY shall pay such charges directly to the providers thereof. CITY shall provide CONTRACTOR with copies of invoices received by CITY for such services, for CONTRACTOR’s records.
J. Installation Hours. CONTRACTOR shall perform installation of all APT only during hours approved in writing in advance by the PW Director and in accordance with all other reasonable requirements of the PW Director with regard to such installation activities.
K. Clean-Up of Sites. When APT installation is complete, CONTRACTOR shall as part of the construction, restore the site, remove all excess materials, and clean up the site. Without limiting the foregoin g, CONTRACTOR shall, as necessary, reconstruct sidewalks; curbs, gutters and/or walkways; repair street and/or parking lot paving; and replant any disturbed plantings. All restoration shall be subject to the inspection and reasonable approval of the PW Director.
L. Notice of Completion. With regard to APT, CONTRACTOR has notified CITY in writing of that date when the APT had been completely installed in accordance with the provisions of the Original Agreement.
11. [Intentionally Omitted.]
12. Entrance Fees.
A. The APT at the Train Depot location does not require a fee or token.
13. Maintenance and Operation.
A. Maintenance and Operation. CONTRACTOR shall at its own cost clean, repair and maintain APT so that APT is operational, well maintained, and supplied with all products and materials required for its efficient and convenient use.
B. Hours of Operation. APT shall be operational twenty-four (24) hours every day, unless otherwise agreed to in writing by CONTRACTOR and CITY.
C. Services to be Furnished by CONTRACTOR. CONTRACTOR, its employees or authorized subcontractors, shall provide the following services in connection with
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the maintenance and operation of the APT during the term of this Agreement:
(1) Continuously maintain in a clean, graffiti-free, safe, and first-class condition, in a manner consistent with all terms and provisions of this Agreement, the APT;
(2) Maintain an office in Santa Clara County at 2075 Bering Drive, Unit E, San Jose, CA 95131, telephone (415)-633-1210 or another location agreed to by CITY where CONTRACTOR personnel who will supervise and care for the APT shall be based;
(3) Provide a posted telephone number on APT for 24-hour reporting of service and maintenance complaints;
(4) Provide the necessary personnel to assure the maintenance of the APT as provided herein; without limiting the foregoing, CONTRACTOR shall maintain at its office in Santa Clara County full-time technicians qualified and trained to perform all expected APT maintenance;
(5) Refurbish and recondition any APT that is not functioning in accordance with the standards set forth in this Agreement; provided however, that if in CONTRACTOR’S sole opinion if it is not practical to refurbish or recondition such APT, then CONTRACTOR may instead remove such APT in accordance with the provisions of Section 13.D (Repair and Replacement) below. Provided further that if the City desires that Contractor replace it with a materially equivalent APT, Contractor agrees to negotiate in good faith with the City to amend this Agreement to reflect the economic cost of such replacement by providing for financial terms and /or an extension of this Agreement as may be necessary to allow Contractor to recoup its capital expense (or “CapEx”); and provided further that if the parties are unable to reach an agreement that Contractor shall under no circumstances, be obligated to replace such removed APT.
(6) Inspect APT at least twice per day every day; provided, however, that CONTRACTOR shall inspect any site more frequently if conditions at that site so require; At the time of every inspection, CONTRACTOR shall, if necessary, clean and wash APT, inside and/or outside. In addition, CONTRACTOR shall inspect all fixtures at site and, if needed, shall replace defective fixtures within the time frames provided in Subsection D below. CONTRACTOR shall remove alI graffiti, stickers, unauthorized posters and flyers, litter, dust, dirt and weeds and other rubbish from APT. CONTRACTOR shall also keep the sidewalk area five (5) feet around the perimeter of APT odor-, stain- and refuse-free; provided, however, that in no event shall CONTRACTOR be responsible for any repair or replacement of the sidewalk within five (5)feet of the perimeter of APT that is necessary due to damage caused from stains caused by entities other than CONTRACTOR, nor shall CONTRACTOR be obligated to indemnify the CITY under Section 15 of this Agreement for CONTRACTOR’s failure to keep the
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sidewalk area within five (5) feet of the perimeter of APT odor-, stain- and refuse-free. Notwithstanding any other provision of this Agreement, CONTRACTOR shall not be required to provide security personnel at the site of the APT.
D. Repair and Replacement. Upon observing or receiving notification of. any deficiency, damage, Vandalism, or graffiti in, on or around APT, CONTRACTOR shall commence to repair or replace said damage, Vandalism or graffiti, within twenty-four (24) hours. If APT is destroyed, or if in CONTRACTOR’S sole judgement such APT cannot be repaired, CONTRACTOR shall within twenty-four (24) hours secure or remove the remains of the APT and shall replace the APT at that site only if the parties have reached an agreement in accordance with the provisions of Section 13.C(5) above. In the event the Contractor determines APT is not practical to refurbish, repair or recondition under Section 10.D(1), Section
13.C(5), or Section 13.E, and the CONTRACTOR will instead remove the APT, CONTRACTOR will provide detailed cost sheets comparing repair versus removal in order for the CITY to understand the reasoning behind the decision within 15 business days of CONTRACTOR’s written notification to CITY of such determination. In conjunction with such removal, CONTRACTOR shall, at its own expense, restore the affected sidewalk and curb area to a safe, finished condition. lf CONTRACTOR does not maintain inspections as scheduled and remedy existing deficiencies within such time periods, CITY shall be entitled, upon twenty-four (24) hours’ notice to CONTRACTOR (or such shorter notice as may be feasible in an emergency), to make the repairs and to bill CONTRACTOR for the work performed. Such costs shall be paid directly by CONTRACTOR to CITY upon submission of an invoice therefor, with reasonable documentation, by CITY to CONTRACTOR. Subject to an extension for force majeure, if APT is out of operation for forty-eight (48) consecutive hours, or if APT is destroyed and has not been replaced within six (6) months, then CONTRACTOR shall pay to the CITY the sum of Twenty Dollars ($20.00) per each day thereafter that· such APT remains out of operation. Such payment by CONTRACTOR shall be in addition to CITY’s right to reduce its Rent payments because of such lack of operation as set forth in Subsection 5.C.(1). For purposes of this Agreement, “force majeure” shall mean delays in CONTRACTOR’s performance of its obligations hereunder due to acts of God, riots, fires, floods, community wide strikes, or criminal acts of third parties preventing the reinstallation of the APT, freight embargoes, and/or unusually severe weather.
E. Vandalism of APT. In the event that CONTRACTOR’s aggregate cost of repair of APT due to Vandalism during any year of operation should exceed an average of Two Thousand Dollars ($2,000) per APT, CONTRACTOR may, by notice to CITY, request that CITY negotiate in good faith possible modifications of this Agreement to reduce such cost (provided, however, that if the Vandalism has in the sole judgment of the Contractor made it impracticable to repair such APT, the CONTRACTOR may remove the APT in accordance with the provisions of Section
13.D above). Such modifications may include relocation of APT for which
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Vandalism is a particular problem (if in the reasonable mutual judgement of CONTRACTOR and CITY such relocation is feasible), change in hours of operation, additional lighting or other security measures, or any other modification which would reduce such costs. In no event shall CITY be required to agree to any particular modification of this Agreement. Nothing in this Agreement shall be construed to impose on CITY any responsibility or liability for costs incurred by CONTRACTOR on account of Vandalism.
F. Reports and Logs.
(1) CONTRACTOR shall prepare and maintain a maintenance log for APT, copies of such logs shall be provided upon the request of the CITY and/or the Manager of Facilities Management.
(2) CONTRACTOR shall also furnish to the CITY and the Manager of Facilities Management within thirty (30) days after the end of each calendar quarter a narrative summary, of the maintenance operations during the preceding quarter, noting problem areas, corrective actions taken, and the number and nature of repairs attributable to Vandalism: Such quarterly report shall include actual year-to-date cost figures for repairs attributable to Vandalism to the extent then known by CONTRACTOR.
(3) CONTRACTOR shall maintain and make available to the CITY and the Manager of Facilities M anagement a written complaint log in a format reasonably acceptable to CITY. The purpose of this log will be to record complaints and/or incidents that occur with respect to the APT. In addition to the date, time, location, etc., the log shall include disposition and final resolution of the complaint. Copies of this document shall be submitted to the CITY and/or Director upon request.
14. Information Displays.
A. CITY may display information posters (“posters”) containing information about public events, events at public facilities, or other information of general interest to the public, on the two (2) external display panels on APT. Such posters shall be a standard size of 4 ft. x 6ft. and shall be clean and of fresh appearance, and any sponsorship information included in such posters shall be limited to an aggregate of up to ten percent (10%) of the surface area of the poster in the case of any sponsors other than the CITY. CONTRACTOR agrees to install and display such posters as provided by CITY at no cost to CITY. CITY agrees (1) that such display panel space shall not be used for commercial advertising, and, (ii) that CONTRACTOR shall not be liable for any damage or destruction of such posters by third parties while the posters are on display on an APT. The display panels shall be illuminated as provided in the specifications.
B. CONTRACTOR shall not have any right to place any informative and/or advertising
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materials on or inside the APT, without CITY advance written approval which shall be given or withheld in CITY's sole discretion. Notwithstanding the foregoing, CITY shall reasonably approve the display of any informative materials related to the use and operation of the APT. CONTRACTOR agrees that all such informative materials shall be provided in two (2) languages: English and Spanish.
C. The parties acknowledge and agree that the display of posters on the APT shall be subject to and shall conform with all sign laws of the City of Palo Alto.
15. Hold Harmless and Indemnification.
A. CONTRACTOR shall indemnify, defend, and hold harmless CITY, and their employees, officers and agents from and against any claim, loss, damages, injury, expense, judgment or liability associated with the APT to the extent such claim, loss, damages, injury, expense, judgment or liability is caused either by defects in products supplied by CONTRA CTOR hereunder or by t he willful or negligent act or omission of CONTRACTOR, its employees, officers and/or agents.
B. CITY shall indemnify, defend, and hold harmless CONTRACTOR, its employees. officers and agents from and against any claim, loss, damages, injury, expense, judgment or liability associated with the APT to the extent such claim, loss, damages injury, expense, judgment or liability is caused by the willful or negligent act or omission of CITY, its employees, officers and/or agents.
C. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement.
16. Minimum Wage; Prevailing Wages; DIR Registration.
A. Palo Alto Minimum Wage Ordinance. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
B. Prevailing Wages.
This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with prevailing wage laws (including without limitation SB 7), if the Agreement is not a public works contract; or if
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Agreement is for a public works construction project of $25,000 or less, or for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per Labor Code section 1782(d)(1).
OR
Contractor is required to pay general prevaili ng wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to Section 1773 of the California Labor Code, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1720, 1771, 1771.1, 1774, 1775, 1776, 1777.5, 1782, 1810, and 1813, of th e Labor Code pertain ing to prevailing wages and applicable provisions of the California Code of Regulations.
C. DIR Registration. With regard to any public work construction, alteration, demolition, repair or maintenance work , CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854.
CITY hereby provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.”
CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or
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regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR.
CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively.
At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
[For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project.
If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR.
Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records.
17. Employment Laws.
CONTRACTOR, upon request, shall furnish to CITY adequate evidence of compliance with employment laws, such as but not limited to Social Security and Unemployment Compensation laws.
18. Termination of Agreement.
A. Termination Upon Expiration. This Agreement shall terminate five (5) years from
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the Term Commencement Date, as provided in Section 2, unless the Agreement has been extended as provided herein, including without limitation in Subsection
2.B., or unless terminated earlier as provided in this Section.
B. Removal and Restoration Upon Termination. Upon termination of this Agreement, CONTRACTOR shalI remove its APT at CONTRACTOR's sole cost and expense CITY shall be responsible for the cost of all site restoration work, including restoration of sidewalks, streets, walkways, parking lots, walls and curbs, and disconnection or capping of utility service laterals. At the request of CITY, such work shall be performed under the supervision of CONTRACTOR and reimbursed by CITY, in accordance with the procedures described in Section 10.C(4) above.
All such restoration shall be subject to the approval of the PW Director.
CONTRACTOR shall complete such APT removal within one hundred twenty (120) days of CONTRACTOR's receipt of all necessary advance approvals and/or permits. lf CONTRACTOR fails to complete such APT removal within said one hundred twenty (120) day period, CITY, without further notice, and at CONTRACTOR's cost and expense may remove the APT.
C. Termination for Default. In the event of any uncured default by either party to this Agreement, as provided in Section 19 hereof, the non-breaching party shall have the option to terminate the Agreement as provided therein.
D. Termination at Will. Either City or Contractor may elect to terminate this Agreement at the end of year 2, 3, or 4, provided t hat the terminating party provides at least 90 days advance notice of its election to terminate; and provided further that Contractor removes the APT upon Termination in accordance with the provisions of this Agreement.
E. Termination without Cause. CITY may terminate this Agreement without cause after thirty (30) days’ notice to CONTRACTOR and payment to CONTRACTOR of twenty-five, percent (25%) of the remaining Rent then due to CONTRACTOR under this Agreement (as extended, if extended); provided, however, that during the last three (3) years of the term of this Agreement (as extended, if extended) such payment to CONTRACTOR shall be in the amount of fifteen percent (15%) of the remaining Rent then due to CONTRACTOR under this Agreement (as extended, if extended).
19. Event of Default; Remedies.
A. Default of Contractor. In the event that CONTRACTOR shall fail to comply with or carry out any material term, covenant, or condition set forth in this Agreement, CITY may serve upon CONTRACTOR a first notice of default specifying the basis for such claim of default (“First Notice of Default”). If CONTRACTOR fails to cure such default within thirty (30) days after receipt of said First Notice of Default, or, if such default is not capable of being cured within such period, if CONTRACTOR fails to commence to cure within such thirty (30) days and thereafter diligently
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pursue such cure to completion, then CITY may serve upon CONTRACTOR a second notice of default (“Second Notice of Default”). lf CONTRACTOR fails to cure such default within twenty (20) days, after receipt of said Second Notice of Default, or if such default cannot be cured within such period, CONTRACTOR does not commence to cure such default and thereafter diligently pursue such cure to completion, then CITY may terminate this Agreement upon notice of termination to CONTRACTOR. Termination shall be effective immediately upon receipt of such notice of termination. CONTRACTOR shall undertake no new work after the date of receipt of any notice of termination.
B. Bankruptcy or Reorganization Proceedings. CONTRACTOR shall be deemed to be in default of this Agreement in the event that CONTRACTOR shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state of these United States or any other foreign country relating to the insolvency or the protection of rights of creditors; then, in the case of any of the foregoing events, at the option of CITY, the CITY shall have the right to terminate this Agreement forthwith and CONTRACTOR or its successor in interest by operation of law or otherwise shall thereafter have no rights in or to this Agreement or to any of the rights herein conferred.
C. Default of CITY. In the event that CITY shall fail to comply with or carry out any material term, covenant or condition set forth in this Agreement, CONTRACTOR may serve upon CITY a First Notice of Defa ult. lf CITY fails to cure such default within thirty (30) days after receipt of said First Notice of Default, or, if such default is not capable of being cured within such period, if CITY does not commence to cure within such thirty (30) days and thereafter diligently pursue such cure to completion, then CONTRACTOR may serve upon CITY a Second Notice of Default. lf CITY fails to cure such defaul t within twenty (20) days after receipt of said Second Notice of Default or if such default cannot be cured within such period, CITY does not commence to cure such default and thereafter diligently pursue such cure to completion, then CONTRACTOR may terminate this Agreement upon notice of termination to CITY. Termination shall be effective immediately upon receipt of such notice of termination.
D. Remedies. In case of default, each party shall have available to it any of the remedies provided for in this Section as well as all remedies available in law and equity.
E. Rights of Parties Accrued Prior to Termination. Termination of this Agreement shall not in any way affect the rights and obligations of the parties which have accrued prior to such termination, including without limitation, with respect to damages or amounts payable to the other party.
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F. Other Remedies. The exercise of the remedies provided for in this Section 19, shall be cumulative and shall in no way affect any other remedy the parties may have available in law or equity. The exercise by either party of any of the options set forth in this Section by commencement of legal proceedings, audit, or otherwise, shall not be deemed a waiver of its right to exercise any other option provided herein.
20. Insurance.
CONTRACTOR agrees to have and maintain the policies of insurance set forth in EXHIBIT C, entitled “Insurance Requirements”, which is attached hereto and incorporated herein. All policies, endorsements, certificates and/or binders shall be subject to approval by the CITY Risk Manager as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the.
Risk Manager. It is agreed that the required insurance coverage maybe increased in proportion to the CPI Changes as described in paragraph 5.B. However, any such increase in required insurance coverage shall be applied in minimum $250,000 increments based on the cumulative ‘multi-year’ CPl Change.
CONTRACTOR agrees to provide CITY with a copy of said policies, certificates and/or endorsements before work commences under this Agreement.
21. Nondiscrimination.
As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condi tion, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22. Taxes.
CITY shall pay all lawful sales or use taxes, if any, levied on the rent payments and all possessory interest taxes or personal property taxes from time to time levied or assessed upon CONTRACTOR in connection with the APT provided pursuant to this Agreement. CONTRACTOR shall pay any other taxes with respect to this Agreement, including, without limitation, personal property taxes for personal property other than the APT, any federal or state income, franchise, sales, use, or similar taxes, business license taxes, and any taxes related to CONTRACTOR'S right to do business. CONTRACTOR shall promptly upon receipt thereof provide CITY with copies of any bills received by CONTRACTOR for any taxes payable by CITY pursuant to this Section. Notwithstanding the
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foregoing, CITY shall have the right at its option to contest the validity or amount of any taxes payable by CITY pursuant to this Section by appropriate legal proceedings.
23. Conflict of Interest.
CONTRACTOR, and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes. of the State of California applicable to CONTRACTOR’s services under this Agreement including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government code Section 1090.
24. Governing Law.
CITY and CONTRACTOR agree that the law governing this Agreement shall be that of the State of California.
25. Compliance with Laws.
CONTRACTOR and the APT shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local governments, including without limitation the Americans with Disabilities Act (ADA), in the performance of CONTRACTOR’s obligations hereunder.
26. No Third-Party Beneficiaries.
Nothing in this Agreement shall be construed to create any duty to anyone not a party hereto and no third party shall be deemed a third-party beneficiary of any of the provisions hereof.
27. Independent Contractor.
CONTRACTOR shall be deemed at all times to be an independent contractor hereunder and shall be wholly responsible for the manner in which CONTRACTOR performs the service required of CONTRACTOR by the terms of this Agreement.
Nothing contained herein shall be construed as creating an employment, partnership, joint venture or agency relationship between CITY and CONTRACTOR. Terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONTRACTOR’s work only and not as to the means by which such a result is obtained.
28. Waiver.
CONTRACTOR agrees that waiver by CITY of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or
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violation of the same or any other term or condition. The acceptance by CITY of the performance of any work or services by CONTRACTOR shall not be deemed to be a waiver of any term or condition of this Agreement.
29. Contractor’s Books and Records.
A. CONTRACTOR shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other. records or documents evidencing or relating to charges for services, supplies, materials, or equipment provided to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONTRACTOR pursuant to this Agreement.
B. CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at, any time during regular business hours, upon written request by any of the following CITY officers: the City Attorney and/or Director of Administrative Services, and/or any of the following City officers:
the City Auditor, City Manager, and/or the Director; or a designated representative of any of such officers. Copies of such documents shall be provided to CITY for inspection at the CITY office when it is practical to do so. Otherwise, unIess an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement.
D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR’s business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and documents be maintained at the CITY office. Access to such records and documents shall be granted to any party authorized by CONTRACTOR, CONTRACTOR’s representatives, or CONTRACTOR’s successor-in-interest.
30. Gifts.
A. CONTRACTOR is familiar with CITY's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in the Palo Alto Municipal Code.
B. CONTRACTOR agrees not to offer any City officer or designated employee any gift prohibited by said Code.
C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONTRACTOR. In addition to any other remedies CITY may have
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in law or equity, CITY may terminate this Agreement for such breach as provided in Section 23 of this Agreement.
31. Notices.
All notices and other communications required or permitted to be given under this Agreement shall be in writing and may be delivered by hand, by facsimile transmission with Verification of receipt, or by United States mail, postage prepaid and return receipt requested, addressed to the respective parties as follows:
To: Director, Department of Public Works
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
with a copy to:
Facilities Manager, Dept. of Public Works, Public Services Division Facilities Management Section
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
To CONTRACTOR:
JCDecaux San Francisco
Attention: Jean-Francois Nion
81 Dorman Avenue, Suite B
San Francisco, CA 94124
or to such other address as any party may designate by notice in accordance with this Section.
A copy of any notice of a legal nature, including, but not limited to, any claims against CITY, its officers or employees shall also.be served in the manner specified above to the following address:
City of Palo Alto – City Attorney’s Office
250 Hamilton Avenue
Palo Alto, CA 94301
Notice shall be deemed given on the date of personal delivery by hand, or the date of receipt of facsimile transmission (with verification of receipt), or on the date delivery is refused, if applicable.
32. Venue.
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In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be exclusively vested in a state court in the County of Santa Clara or, where appropriate, in the United States District Court for the Northern District of California, San Jose, California.
33. Prior Agreements and Amendment of this Agreement.
This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may only be modified by a written instrument duly executed by the duly authorized and delegated parties to this Agreement and approved as required under Palo Alto Municipal Code.
Any unchecked boxes in this Agreement do not apply to this Agreement.
34. Assignment.
A. This Agreement may not be assigned by CONTRACTOR without the prior written consent of CITY, which consent shall not be unreasonably withheld, except that CITY’s consent shall not be required for (i) assignments requested in connection with the sale of substantially all of CONTRACTOR’s assets or operations, such as but not limited to consolidations or mergers, or (ii) assignments to entities more than fifty percent (50%) owned by, or under common ownership with, CONTRACTOR; provided, in either case, that the assignee assumes in writing all of CONTRACTOR’s obligations hereunder.
B. CITY, in its sole discretion with written notice to CONTRACTOR, may assign all or part of its interest in this Agreement to any other governmental entity.
35. Severability.
lf any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
36. Headings.
Section and subsection headings used herein are for convenience of reference only and are not intended to define or limit the scope of any provision hereof.
37. Incorporation of Recitals.
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The Recitals first set forth above are terms of this Agreement and are hereby incorporated into this Agreement in full by this reference.
38. Exhibits.
The following Exhibits are attached to and hereby made part of this Agreement in full by this reference:
(i) Exhibit A – Location of APT (1 pages)
(ii) Exhibit B – Plans and Specifications (22 pages)
(iii) Exhibit C – Insuranc e Requirements (2 pages)
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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AMENDED AND RESTATED
CONTRACT No. C20175026$ SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement, effective as of the date first above written (the Effective Date).
CITY OF PALO ALTO
____________________________
City Manager or Designee
APPROVED AS TO FORM:
____________________________
Mark Vanni
City Attorney or Designee
CONTRACTOR
____________________________
J. Francois Nion
Executive Vice President
____________________________
Alan Sullivan
Co-Chief Executive Officer
____________________________
Clement Tesniere
Chief Financial Officer
C20175026A
Amended and Restated Rental Agreement
EXHIBIT A
LOCATION OF APT
Palo Alto Transit Center – APT located near 400 Mitchell Lane, Palo Alto.
Apt6.wpd
01/08/99
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$0(1'('$1'5(67$7('
5(17$/$*5((0(17)2538%/,&72,/(76
&2175$&712&$
(;+,%,7%
3/$16$1'63(&,),&$7,216
TI: , JCDecaux Automatic Self-CleanIng Public Toilet
TABLE OF CONTENTS
GENERAL INFORMATION
A. SPECIFICATIONS FOR EXTERlOR
1. DIMENSIONS
2. INFORMATION PANFIR
3.COlNERPANFI
B. SPECIFICATIONS FOR PUBLIC AREA..........................................................................'......
1. DIMENS10NS -
2. AC.PRm
3. PUBLIC DOOR ......b0 ..e ........ ,.... .. .... .. .*t.... ....* ........„..... . ...., .. ... ., ... .... .. ... ... ...-......... .. ......, ...e ,e.*'
4. PUBLIC:AREA FLOOR
5. WALLS AND CElLING
6. TOlLET BOWl
7. BACKREST
8. SINK
9.FEATURES
10. LIGHTING
11. VENTILATION
12. HEATING
C.SPECIFICATIONSFORTHE'TECHNICALAREA
1.ACCESS
2. COIN BOX UNIT
3: MAIN COMPONENTS OF THE TECHNICALAREA
4. ,ROOF
5.'SEWAGF
6. RAINWATER
7. DISINFECTION
8.EQUIPMENT PReTECTiON
D. SP.ECIFICATIONS FORINSTALLATION'OF THEUNIT
1. FOUNDATION
2. SEWAGE
3. WATER SUPPLY
4. TELEPHONF
5.EllECTRICITY ·
E. DRAWINGS
1 JCDecaux United Street Furniture 1994
2 2
3 4
4 4
4 5
6 6
6 7
7 8
8 8
9 9
9 .9
10 11
11 11
11 12
12 12
12 12
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1 GENERAL INFORMATION
JCDecaux Automatic Self-Cleaning Public Toilet
The JCDecaux automatic public toilet is a self-cleaning oval-shaped self- contained structure with three main components:
A) Exterior
B) Interior Public Area
C) Technical Area
A.SPECIFICATIONSFORE*TERlOR
The unit is constructed of a concrete shell with decorative exterior panels of painted'textured aluminum„ an aluminum door, cast iron base and coiner panel, glass-covered information panels, and a fiberglass roof.
From the exterior, the public area is accessed by a coin-operated automatic door and the technical area is. accessed by a door operated by an imfrared device.
T.he location of each unit will·be selected to provide easy access for the public and the maintenance crew. A minimum dearance of 3:5' is necessary to open thetwo doors·of the glass information panels and the technicaldoor.
1. DIMENSIONS
The overall exterior'dimensions of the unit are approximately:
Height: 9'10"
Width: Base: 7'1"
Body: 6'120"
Length: 12'5"
Footprint Area: 77.5 square feet
Weight: 22,000 pounds
2 JCDecaux United'Street Furniture 1 954
2. INFORMATION PANELS
JCDecaux Automatic Self-Cleaning Public Toitet
The two long sides of the uniteach carry a.5.7'x4' back-lit framed glass panel to display city information posters. The two'panels are,equippedwith4 fluorescent tubes diffused by translucent plastic. Th6 posters· are hung from the top and protected by the locked glass panels. Ihe panels are hinged atthe topand open atthe bottom for mounting the posters.
3. COlNER PANEL
The coiner pahel is constructed of painted cast iron. lt includes a coin slot and coin return, back-lit instructions in different languages (including Braille), the word 70/LEr inraised letters, an LED display indicating ' Vacant,' 7n Use, 0Cleaning," «Closed/Open From X:00 To X:00," O.ut Of Order," as we\\ as additional informationon:howto usethe public toilet.
3 JCDecaux United 'Street FurnIture ···}e.1
JCDecaux Automatic,Self-Cleaning Public Toilet
B.SPECIFICATiONSFORPUBLIC AREA
1. DlMENSIONS
Thepublicareahas approximately 42 sq0are feet,of space.
2. ACCESS
Access to the public area is.gained by a door that travels a quarter-circle sector, and is suspended from the, ceiling and guided at the bottom. To gain access to thepublic area, the user inserts 25 cents or a special token into the coin slot, which activates the release of the door. This can occur only when the deaning cycle is'complete and the indicator panel shows Tacant
3. PUBLICDOOR
The public access door is a metal' sandwich panal filled inside with rockwool.
The exterior. pamel is made of painted textured aluminum and the interior of staihIess steel. The d0br has a translucent window.
The door is.electrically-powered, bUl it can be opened manually from inside in the event of an electric power failure or at any other time.
In case of emergency, a special key mechanism allows the public door to be opened from the exterior byauthorized personmel (JCDecaux technicians, police, fire, or other security personnel).
The publicdoor is approximately 7.3' high, 2.8' wide, and2" deep.
To enter the unit: The door can be closed manuallyby the user, either by operating the interior door handle or by pushing a button. The door .will not close, however, if the weight detection system ih the unit has not registered a weight that is at least equivalent to the approximate weight of 55 1bs. lf the user enters the unit but does not activate the door, it'will dose automatically after 10 secomds. The ,door will also closeautomatically after 60 seconds if a user has activated it from the exterior but has.notyet entered the unit. 4 JCDecaux.United Street Furniture
JCDecaux Automatic Self-Cleaning PublicToilet
T.o e*it the, unit:. The public area, door can be opened from the interior by two methods:
• By operating the interior handle.which releases the opening catch, even in case of power failure.
• By operating either of two interior push plates on the wall adjacent to the door which releases the opening ·catch. 0ne is located at 'footrest 1evel for wheelchair users or for an ill or injured user lying on'the'floor, the other at a height of36:
The door contaihs a special sensitive feature that enables it to re-open automatically if pressure is applied to the edge. The door will try to close again and will slow its movement at the precise location whereit had made contact.
The door opens automatically after 20 minutes and stays open untiI the user leaves, as determioed by the detecti6n system. · lf'the user has hot exited after fiveminutes more, an alarm rings in the unit, and the JCDecaux office is alerted that the door has remainedopen for'too long
After theuser has exited -- as determined by the unit's detection systems - the door will automatically close/lock for the unit's cleaning cycle prior tothe next use.
4. PUBLIC AREA.FLOOR
'The'public area floor is made of painted'grooved aluminum The floor is fitted with an electronic weight detection system to detect the presence of a user in the public area.
The floor has a selficleaning :system wbich.operates after each cycle, and is slight19 inclined towards the bowl (at a maximum of 1/4 of an inch per. foot) to facilitate drainage of the water during washing. There is a gap of' 3 inches between the floOr and part ;of the wall under the,sink and toilet bowl to allow water and dirt to be deposited in a specially-designed basin inside the technical area.
The floor can be removed for maintenance by means of a mechanism in the technical area.
5 JCDecaux United Street Furniture
5. WALLS AND CElLING
JCDecauxAutomatic'Self-Cleaning Public Toilet
The walls and ceiling-are made of polished concrete protected by an anti-graffiti, anti-adhesive paint. The ceiling is fitted with the following features:
. • Central lightfixture.
• VentiIatjon exhaust.
. Red light that flashes when a user has been in the unit for 18 minutes, to warn himor her that the door will open in two minutes.
6. TOlLET B0WL
The toilet bowl is made of enameled porcelain.. The seat contains an antifreeze system to ensure that,a comfortable temperaturels maintained.
The toilet bowl arid seatare automatically washed, disinfected and air-dried after each use. The bowl and seat retract into the wall, where sewage is released into a trap'that is directly below' the. bowl when it is'in this upright position. The seat and)bowl are washed Withhigh-pressurized water and a cleaning agent. After air drying,'the mechanisms pivot back into: the public area, ,and the bowl is refilled with clean water.
The, cleanihg ,cycle consumes approximately 1.3 gallons of water, and an additional .4 galIons ofwaterare used to,refil! the bowl The bowl is fitted with·a weight Sensitive device so thatit'wilInot r.etract (or will stop the retracting or cleaning cycle) if more'than 6 pounds is 'detected on the front edge of the bowl
The bowl retraction- movement is inhibited if the bowl bas not tilted after 12 seconds.
7. BACKREST
The painted aluminum backrest tilts back into the wall for cleaning, disinfecting, and air drying after each use. This is accomplished during the automatic self- cleaning cycle ofthe toilet bowl and seat.
6 JCDecaux United,Street Furniture
8. SINK
JCbecaux Automatic Self-Cleaning Pub!ic Toilet
The recessed sink contains an'infrared sensor that detects the user's hands and triggers the automatic washing,cycle - providing soapy ·water for washing, clear water for rinsing, and warm air fordrying.
'Thewater and dryer automatically shut off ahd cannot be activated after the 20 minute timellimitforeach user.
9. FEATURES
• Two coathooks mounted at two convenient heights.
• ·"Accordion feed" toilet paper dispenser stocking over 700'feet of paper. • Built-intrash bin, capacity 4 galIons.
• Full-lengtb oval mirror, dimensions 63" x16".
• Audio instructions activated by a push button.
• Written insfructions in Braille and multiple languages. . Five grab bars, three of which exceed accessibility'requirements. • Door handle.
• One "Open/Close" push plate at 36'.
• 0ne.«0pen" pushplate atfloor level.
• Two -911 push buttons to connect a sick or injured user directly to 911 personnel. The.buttons,must be activated twice to connect to 911 - after. the first activation an audio message asks'the user to confirm that tbere· isi an emergency by pushing the button again. 0ne button is located above the large horizontal grab bar on the wall adjacent to the tbilet, the other near the floor. The speaker and microphone are built into the u0it itself so that the usercan communicate hands-free. Instructions· on and around the buttons describe how to use them.
. Audio message and warning light that are triggered when a user has remained in tbe'unit for 18 minutes, signalingthat the doorwill open in 2 minutes.
7 JCDecaux United Street Furniture
10. UGHTING
10.1. Natural Lighting
JCDecaux Automatic Self-Cleaning Public Toilet
Natural lighting is provided through twotranslucent windows - one located in the public door and the other ih the wall.
10.2. Artificia! Lighting
Electric lights are mounted in.thecenter ofthe ceiling.
11. VENTlLATION
There are two types ofventiIation:
11.1. Mechaftical.Ventilation
Air is exhausted from' the'public area,through 'an opening located on the ceiling near the ceiling light. Fresh air is supplied to the public area via the,ventilation panel which is located under the sink.
11.2. Natural VentiIation
Natural ventiIation is available'·via an,opening at tbettop of skydome and'·through free space under the door.
12. HEATING
The heating system is located in the technical - area, and is thermostatically controlled. Heat is pumped'into the public area through the ver'itiIation panel located Under the ,sink.
The heating system provides a mirlimum temperature of approximately 45°F whenthe public area is vacant and a temperature between approximately 55°F and 65°F when the public.area is occupied.
8'
JCDecaux United Street Furniture
JCDecauxAutomatic Self·Cleaning Public Toilet
C. SPECIFICATIONS FOR THE TECHNICAL AREA
1.ACCESS
An aluminum door on the exterior of the unit gives access to the technical area, including the bowl and cleaning mechanism, the water tank/pump, space heater, programmable controlIer, electrical cabinet, water filter,andcleaning.supplies.
The door is opened by means of an infrared key system used Only byauthorized personnel.
An aluminum: panel ,surrounding the toilet bowl and backrest can be unlocked from the technical area to gain access to the mechanical cleaning and bowl retraction components from the pOblic area.
2. COiN BOX UNIT
The cast aluminum coin box, meter, and cover are located behind the coiner panel next to the publicaccess door.
Ihey are mechanically locked and unlocked by JCDecaux technicians by means of an infrared system.
3. MAIN COMPONENTS OF THE TECHNICAL AREA
The technical area includes several subassemblies:
3.1. A mechanical assembly performing the following functions:
• Retraction of the toilet bowl and backrest
• Washing
• Drying
3.2. A cabinet housing the electronic compoments and the computer that monitors the unit's performance. Information about the unit's systems are transmitted to the c6mputer via built-in sensors and devices that monitor all functions of 'the unit - suchas. the drying duct that dries the toilet seat and backrest, the 1evel of water in the trap and the water sUpply system, and the functioning and timing, of all mechanical m0vements. In the event of the detection of any faults, the cleaning cycle is inhibited, the unitgoes "0ut Of Order", and.the JCDecaux office is alerted for technical assistance. 9 JCDecaux'United Street Furniture
JCDecaux.Automatic SelfiCleanIng Public Toilet
Each main piece of electrical equipment - pumps, heater, motors - has its own fuse for secwrity, while some smaller electrical components which don't run together.are connected on the same fuse.
3.3. A water'system including:
• 3 gallon tank.
• Centrifugal pump supplying the toilet bowland floor"washing system. This pump provides a constant supply of'pressure to the,washing mechanics. • Back flow·preventer.
• Internal circuit stopcocks, gatevalves and solenoid valves.
3.4. A ventiIation;system providing the following functions:
• VentiIation for the unit.
• .Heating forthe unit
• Hand dtyer system.
4. ROOF
The roof is constructed of molded fiberglass poIyester.
The roof ,ilts upward to allow access to:
, ,Door mechanism.
• Water tank for'the floor cleaning system.
• Electrical components for-the lighting system ofthe4nformation pahels. • Light fixture f6r the interior of the unit - if necessay, this can be removed for access.through the ceiliog.to the public area.
• Emergency access to open the public door.
A„small gap all aIong the roof and the two holes holding the decorative balls on the roof provide,ventiIation of the roof area.
10 JCDecaux United Street Furniture
5.SEWAGE
JCDecaux Automatic Self-Cleaning Public Toilet
The trap is located just underneaththe toiletbowl'when it is in a vertical position.
A 5" diameter 0-bend connects directly to the sewer. The trap is fitted with a sensor that monitors the water 1evel, in case of a U-bend clog. Just beyond the U-bend there isan'air vent thattonnects to the roof.
6. RA!NWAIER
The unit is covered by an overhanging waterproof roof. A gutter located above the door and coiner drains rainwater from the roof via a2" pipe which discharges into the trap.
7. DISiNFECTiON
The disinfection system includes a dosage pumpwhich mixes :a premeasured amount of a cleaning agent:with water to wash the toilet bowl, seat, backrest, and hand basin.
8. EQUIPMENT PROTECTiON
• Steel: SA3 shot blasting and 80 micron metal plating, with a poIyester powder paint.
• StainIess Stee!: no protection necessary.
• A!uminum: degreased, cleaned and coated with a poIyester. powder paint, 0v6n-blasted.at356°F, thickness 1,00 microns.
• Concrete:, Interior'walls are polished concrete, protected' by anti-graffiti and anti-adhesivepaint. :
11 JCDecaux·United StreetFurniture
JCDecaux AutomaticSelf-Cleaning Public Toilet
D. SPECIFICATIONS FOR INSTALLATION OF THE UNIT
1. FOUNDATION
The foundation consists of a reinforced concrete slab block whichallows space for the connections 'to water, electricity, telephone and sewer systems. Each location must be selected to facilitate these connections.
The unitis bolted.to the,slab.
Total depth of excavation: approximately 3 feet.
The foundation is designed to be installed on stable ground, with a resistance of 1 bar. Soil resistance,aha1ysis may be required.
Concrete slab: 350kg (771.75'pounds) cement per each meteri (1.093 yard3) of concrete.
Total weight of the structure: approximately 22,000 1bs.
2.SEWAGE
A 5-inch pipe connects the·unit to the sewer.
3. WATER SUPPLY
The minimum internal diameter of thewater supply pipe is 1 inch.
4. TELEPHONE
The unit must be connected to local telephone lines for 911 calls and for the transmittal of information from the computer checking the operations of the unit to J'CDecaux's>local office.
12 JCDecaux'United Street Furniture
5. ELECTR!CITY
Electric power required is:
JCDecaux,Automatic>Self-Cleaning Public Toilet
. 7 KVA three phases 120/208V. 60HZ (3 phases, 4 wires multiwire branch circuitwith neutral grounded)
or:
. 7 KVA single phase 120V/ . 60HZ (1 phase, 2 wires multiwire.branch circuit with neutral grounded)
or:
. '7 KVA single phase 120V/240V . 60HZ (1 phase, 3 wires multiwire branch cjrcuit with neutral grounded)
There is a separate cabinet, accessible from the exterior, that contains the electric meterand a general fuse,disconnect switch.
Aground mat·will be placed below the foundation:
The u5er is never in contact with'the electrical cir.cuit inside the unit. The push buttons requiring power·are on low'voltage24V.
13 JCDecauxUnited Street Furniture
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EXHIBIT C
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNT S FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY,
BROAD FORM PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED,
HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN , IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S
LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
/͘ INSURANCE COVERAGE MUST INCLUDE:
͘ A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
//͘ CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE͘ ///͘ ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” ͘ PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT
THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO͘
Rev. Aug. 27, 2019