AMENDMENT NO. 5 TO CONTRACT NO. C21179265C
BETWEEN THE CITY OF PALO ALTO
AND CAROLLO ENGINEERS, INC.
This Amendment No. 5 (this “Amendment”) to Contract No. C21179265C (the “Contract” as defined below) is entered into as of October 28, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAROLLO ENGINEERS, INC., a California corporation, located at 2795 Mitchell Drive, Walnut Creek, CA 94598 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties to provide construction management and inspection services on an on-call, as-needed, time-limited basis in connection with individual projects or inspection tasks at the Regional Water Quality Control Plant (RWQCP), as detailed therein.
B. The Parties entered into Amendment No. 1 to add Task 2 services (referred to as Work Order No. 2) for Construction Management and Inspection Services for the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project, and to increase compensation by Six Hundred Four Thousand Two Hundred Forty-Six Dollars ($604,246.00), from One Dollar ($1.00) to Six Hundred Four Thousand Two Hundred Forty-Seven Dollars ($604,247.00), as detailed therein.
C. The Parties entered into Amendment No. 2 to (1) extend the contract term through March 31, 2028; (2) add Task 3 services (referred to as Work Order No. 3) for Construction Management Services for the Secondary Treatment Upgrades Project; and (3) increase compensation by Eight Million Two Hundred Thirty-Seven Thousand Twenty-One Dollars ($8,237,021.00), from Six Hundred Four Thousand Two Hundred Forty-Seven Dollars ($604,247.00) to Eight Million Eight Hundred Forty-One Thousand Two Hundred Sixty-Eight Dollars ($8,841,268.00), as detailed therein.
D. The Parties entered into Amendment No. 3 to (1) add Task 1A services (referred to as Work Order No. 1A) for Construction Management Services for the Primary Sedimentation Tank Rehabilitation and Equipment Room Electrical Upgrade Project; and (2) increase compensation by Three Hundred Eighty-Eight Thousand Five Hundred Thirty-Eight Dollars ($388,538.00), from $8,841,268.00 to Nine Million Two Hundred Twenty-Nine Thousand Eight Hundred Six Dollars ($9,229,806.00), as detailed therein.
E. The Parties entered into Amendment No. 4 to (1) add Task 4 services (referred to asWork Order No. 5) for Construction Management Services for the Local Advanced Water Purification System; (2) increase compensation by Four Million One HundredFifty-One Thousand Three Hundred Eighty-Six Dollars ($4,151,386.00), from Nine Million Two Hundred Twenty-Nine Thousand Eight Hundred Six Dollars ($9,229,806.00) to Thirteen Million Three Hundred Eighty -One Thousand One Hundred Ninety-Two Dollars ($13,381,192.00); (3) add Haley & Aldrich, Inc. as a subcontractor; and (4) add Exhibit C-2 Schedule of Rates, as detailed herein. F. The Parties now wish to amend the Contract in order to (1) add Task 6 services (referred to as Work Order No. 2B) for Construction Management and Inspection Services for the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 2 Project ; (2) increase compensation by One Million Three Hundred Fourteen Thousand One Hundred Ninety-Two Dollars ($1,314,192), from Thirteen Million Three Hundred Eighty -One Thousand One Hundred Ninety-Two Dollars ($13,381,192.00) to Fourteen Million Six Hundred Ninety-Five Thousand Three Hundred Eighty-Four Dollars ($14,695,384.00); and (2) add Exhibit C-2 Schedule of Rates, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C21179265C between CONSULTANT and CITY, dated June 14, 2021, as amended by:Amendment No. 1, dated November 7, 2022Amendment No. 2, dated December 5, 2022 Amendment No. 3, dated October 16, 2023 Amendment No. 4, dated June 10, 2024 b.Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: “The CITY is engaging multiple consultants, including CONSULTANT, that are eligible to respond with proposals to the CITY’s project-specific Task Orders under the process described in Exhibit A. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Dollar ($1), unless CITY selects CONSULTANT, according to the process in Exhibit A, to perform services under one
or more Task Orders not to exceed Fourteen Million Six Hundred Ninety-Five Thousand ThreeHundred Eighty-Four Dollars ($14,695,384.00) over the term of the Agreement. No pre-qualified consultant, including the CONSULTANT under this Agreement, is guaranteed selection or assured of any minimum quantity of work to be performed. In the event CONSULTANT is not selected to provide Services under a Task Order, no payment is due from CITY.The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES” and Exhibit C-2, entitled “SCHEDULE OF RATES, AMENDMENT NO. 5.” Any work performed, or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. A.The City has selected CONSULTANT to perform Work Order #2, for Construction Management and Inspection Services for the Medium Voltage Electrical Network (12kV Elec. Loop) Rehabilitation Bid Package 1 Project, in the amount not to exceed Five Hundred Forty-Nine Thousand Three Hundred Fifteen Dollars ($549,315.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses for Work Order #2 shall not exceed Six Hundred Four Thousand Two Hundred Forty-Seven Dollars ($604,247.00). B. The City has selected CONSULTANT to perform Work Order #3, for Construction Management Services for the Secondary Treatment Upgrades Project, in the amount not to exceed Seven Million Four Hundred Eighty-Eight Thousand Two Hundred One Dollars ($7,488,201.00).CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses for Work Order #3 shall not exceed Eight Million Two Hundred Thirty-Seven Thousand Twenty-One Dollars ($8,237,021.00). C. The City has selected CONSULTANT to perform Work Order #1A, for Construction Management Services for the Primary Sedimentation Tank Rehabilitation and Equipment Room Electrical Upgrade Project, in the amount not to exceed Two Hundred Forty-Six Thousand Seven Hundred Dollars ($246,700.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses for Work Order #1A shall not exceed Three Hundred Eighty-Eight Thousand Five Hundred Thirty-Eight Dollars ($388,538.00). D. The City has selected CONSULTANT to perform Work Order #5, for Construction Management Services for the Local Advanced Water Purification System, in the amount not to exceed Three Million Seven Hundred Seventy-Three Thousand Nine Hundred Eighty-Seven Dollars ($3,773,987.00). CONSULTANT agrees to complete all Basic
Services, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses for Work Order #1A shall not exceed Four Million One Hundred Fifty-One Thousand Three Hundred Eighty-Six Dollars ($4,151,386.00).E.The City has selected CONSULTANT to perform Work Order #2B, for Construction Management and Inspection Services for the Medium Voltage Electrical Network (12kV Elec. Loop) Rehabilitation Bid Package 2 Project, in the amount not to exceedOneMillion One Hundred Ninety-Four Thousand Seven Hundred Twenty Dollars ($1,194,720.00). CONSULTANT agrees to complete all Basic Services, includingreimbursable expenses, within this amount. In the event Additional Services (asdefined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses for Work Order #2B shall not exceed One Million Three Hundred Fourteen Thousand One Hundred Ninety-Two Dollars ($1,314,192.00).Optional Additional Services Provision (This provision applies only if checked and a not-to- exceed compensation amount for Additional Services is allocated below under this Section 4.)In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to- exceed compensation amount of Fifty-Four Thousand Nine Hundred Thirty-Two Dollars ($54,932.00) for the performance of Additional Services for Work Order #2; Seven Hundred Forty-Eight Thousand Eight Hundred Twenty Dollars ($748,820.00) for Work Order #3; One Hundred Forty-One Thousand Eight Hundred Thirty-Eight Dollars ($141,838.00) for Work Order #1A;Three Hundred Seventy-Seven Thousand Three Hundred Ninety-Nine Dollars ($377,399.00) for Work Order #5; and One Hundred Nineteen Thousand Four Hundred Seventy-Two Dollars ($119,472.00)for Work Order 2B. The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Fourteen Million Six Hundred Ninety-Five Thousand Three Hundred Eighty-Four Dollars ($14,695,384.00), as detailed in Exhibit C.“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in a Task Order issued under Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services inthis Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”SECTION 3. Section 12 “SUBCONTRACTING” of the Contract is hereby amended to read as follows:“Option B: Subcontracts Authorized:Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are:Silveira ConsultingSalimi Construction (removed as of Amendment No. 5)Management Bay Area Coating Consultants, Inc. BSK AssociatesHaley & Aldrich, Inc.CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.”SECTION 4. The following exhibit(s) to the Contract are hereby amended, as indicated below, to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated in full into this Amendment and into the Contract by this reference:a. Exhibit “A-4” entitled “PROFESSIONAL SERVICES TASK ORDER NO. 2B, AMENDMENTNO. 5” (ADDED).b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5” (AMENDED, REPLACES PREVIOUS)
c. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 5,” (AMENDED, REPLACES PREVIOUS).d. Exhibit “C-2” entitled “SCHEDULE OF RATES, AMENDMENT NO. 5,” (ADDED). SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO ______________________________ City Manager or Designee CAROLLO ENGINEERS, INC. Officer 1By: Rick Chan, Senior Vice President Name: Senior Vice President Title: APPROVED AS TO FORM: _________________________________ City Attorney or Designee Officer 2 By: Anne E. PrudhelName: Executive Vice President Title: Attachments: Exhibit “A-4”: PROFESSIONAL SERVICES TASK ORDER NO. 2B, AMENDMENT NO. 5 (ADDED)Exhibit “B”: SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5 (AMENDED, REPLACES PREVIOUS) Exhibit “C”: COMPENSATION, AMENDMENT NO. 5 (AMENDED, REPLACES PREVIOUS)Exhibit “C-2”: SCHEDULE OF RATES, AMENDMENT NO. 5 (ADDED)
EXHIBIT “A-4 PROFESSIONAL SERVICES TASK ORDER NO. 2B, AMENDMENT NO. 5 (ADDED) CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.CONTRACT NO. C21179265C 1A. MASTER AGREEMENT NO.: C21179265C 1B. TASK ORDER NO 2B: Work Order No. 2B for Construction Management Services for the Medium Voltage Electrical Network (12kV Elec. Loop) Rehabilitation Bid Package 2 Project2. CONSULTANT NAME: CAROLLO ENGINEERS, INC. 3. PERIOD OF PERFORMANCE: START: Immediately Once Notice to Proceed (NTP) is Issued; COMPLETION: 12/31/2026 4 TOTAL TASK ORDER NO. 2A PRICE: $1,194,720.00 BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT: $0 5. WBS/CIP: WQ-19002 6. CITY PROJECT MANAGER: Tom Kapushinski Public Works Department, Environmental Services Division, RWQCP 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: Services and Deliverables to Be Provided Schedule of Performance Maximum Compensation Amount and Rate Schedule (As Applicable) Reimbursable Expenses, If Any (With “Not to Exceed” Amount)8. ATTACHMENTS: Task Order No. 2B Scope of Services, including Schedule of Performance and Compensation ScheduleTASK ORDER #2B SCOPE OF SERVICES A. General Requirements 1. For any work which requires licensing, the Proposers shall be appropriately licensed in accordance with the laws of the State of California. The cost for any required licenses or permits shall be the responsibility of the successful Proposers. 2. CONSULTANT shall provide all necessary administration, project controls, quality assurance and professional oversight of the project to ensure that the project remains on schedule, within budget, ensures continuity of information, and satisfies the requirements of the CONTRACT. CONSULTANT shall prepare and distribute a Project Management Plan to include schedule,
budget, roles, contracts and procedures.3. At the beginning of each month, CONSULTANT shall submit to the CITY monthly invoices for the cost incurred during previous month; including subconsultant and expenses. 4. CONSULTANT shall prepare and submit monthly invoice packages to the City. The City prefers processing CONSULTANT pay requests that cover one calendar month. Monthly invoice packages are to include a progress report documenting progress. The report shall include the progress by each task, the budget status (authorized amount, current billing, billed to date, previously billed, amount remaining, and percent spent), outstanding issues, potential changes, project schedule and schedule impacts. CONSULTANT shall identify and mitigate potential budget overruns; and notify CITY Project Manager as soon as the potential overrun is identified. B. Preconstruction Phase Tasks 1. CONSULTANT shall perform reviews of construction drawings and specifications at varies levels of design, as assigned by the CITY with focus on constructability of the project. At a minimum, the CONSULTANT shall provide and log comments regarding the plans, specifications, and construction cost estimate in an Excel Workbook, provided by CITY. Comments should at a minimum include feedback on measurement and payment, sequencing, schedule, temporary facilities, constructability, and required contractor qualifications. The City may assign milestone reviews of other projects in the preconstruction phase. Reviews shall determine the coordination required between the subject project and other projects for concurrent work and the constructability of other projects following the completion of the subject project. 2. CONSULTANT shall assist the City with evaluation of construction bids to determine the lowest responsive and responsible bidder. 3. For each milestone meeting, CONSULTANT will prepare the agenda for the meeting, facilitate the meeting, address administrative and non-design issues, and prepare record of discussions of the meeting for distribution. CITY, ENGINEER and CONTRACTOR’s team will attend the meeting. The ENGINEER will address design issues. At a minimum, there will be the following milestone meetings: a. Project kick-off Meeting b. Pre-bid Meeting 4. Administration a. CONSULTANT to propose a project administration procedure, including an online document tracking system, for CITY approval. The administration procedure will detail how the CONSULTANT will track, store, distribute, and manage digital and hardcopy correspondence and project documentation and strategy for managing project communications. b. CONSULTANT shall establish and maintain a health and safety plan specific for CONSULTANT’s staff and subconsultants. During construction activities, CONSULTANT shall follow CONTRACTOR(S)’s health and safety plan(s), if it is more stringent. 5. Office Setup a. CONSULTANT shall organize the hardcopy and digital files for the project prior to commencement of construction and coordinate with the CITY and CONTRACTOR for office trailer set-up. b. CITY will designate location for the office trailer and provide utility connection
points.c. CITY will designate a location for the CONTRACTOR’S office trailer and provide utility connection points. d. CONSULTANT will be provided with an office space in the Administration Bldg. All office equipment and materials, such as, copier, phone/service, and internet access are to be furnished by the CONSULTANT. 6. Preconstruction Activities a. Site Walk Observations and Documentation i. CONSULTANT will conduct preconstruction inspections, documenting conditions in a log and providing digital photographs and video(s). b. Preconstruction Submittals i. CONSULTANT to develop a list of CONTRACTOR pre-construction submittals. ii. CONSULTANT to review CONTRACTOR’s pre-construction submittals, schedule of values, and preliminary schedule. C. Construction Phase Tasks 1. Construction Administration a. Project Coordination i. CONSULTANT shall act as the project coordinator and the point of contact for all communications with the CONTRACTOR. The CONSULTANT shall coordinate construction activities of the CITY, ENGINEER, and CONTRACTOR. CONSULTANT responsibilities include: Conduct team meetings within the consulting firm to review progress, coordinate evaluations and identify information needs; Disseminate information to the design team; Manage the project budget; Manage the project schedule; Manage sub-consultants; Manage QA / QC team; Coordinate communications with other ongoing project’s construction managers to facilitate the construction of ongoing projects and continuous Plant operations. ii. CONSULTANT shall provide a contact phone number to respond to issues related to construction activity or coordination, 24 hours a day, 7 days a week. b. Document Tracking System: CONSULTANT shall establish, implement and maintain an online system for tracking all correspondence and documents on the Project or shall adopt a project administration procedure previously approved by CITY. CONSULTANT shall incorporate within the tracking system the means to track the routing of submittals/RFIs to the CITY’s other consultants. c. Construction Administration Services: CONSULTANT shall provide administrative and management services. The CONSULTANT shall receive all correspondence from the CONTRACTOR and address all inquiries from the CONTRACTOR and construction related correspondence. The ENGINEER will be responsible for providing design input. 2. Meetings a. CONSULTANT shall prepare agenda for progress meetings and other construction meetings required during the Project, which will includes weekly or bi-weekly meetings with the CONTRACTOR and CITY. b. CONSULTANT shall facilitate and prepare records of discussions for the progress meetings and other construction related meetings. c. CONSULTANT shall have all pending decisions detailed for the meetings as well as project statistics (schedule updates, approximate percent project complete, near-
term milestones). d. Anticipated Meetings i. Construction kick-off meeting ii. Weekly update meeting iii. Minimum two (2) Electrical Service (Power Feed) Coordination Meeting with Palo Alto Electric Utilities iv. Participate in an I&C Standards Review Meeting with RWQCP Technology / SCADA Support Staff v. Project close-out Meeting vi. Attend other concurrent projects’ kickoff meetings vii. Periodic coordination meetings with other ongoing projects’ construction managers and the City 3. Submittals a. CONSULTANT shall use the online document tracking system to log and coordinate the submittal process. b. CONSULTANT shall receive the submittals, including CONTRACTOR’s red-line drawings, from the CONTRACTOR and check the submittals for general conformity with the Construction Contract requirements. If obvious deficiencies are apparent in the submittal, the CONSULTANT will shall reject and send the submittal back to the CONTRACTOR for correction. c. CONSULTANT shall route the submittals to the ENGINEER for review and shall route the reviewed submittal back to the CONTRACTOR. The CONSULTANT shall review comments on the submittals to determine if additional follow-up with the CONTRACTOR and/or ENGINEER is warranted and to identify any scope changes. d. CONSULTANT shall coordinate the ENGINEER’s submittal review and the track the status of shop drawing resubmittals with the CONTRACTOR. e. In addition to the CONSULTANT, ENGINEER to review all design related submittals and all submittals for temporary facilities. f. CONSULTANT shall review temporary facilities submittals for conflicts with other ongoing projects’ active and/or proposed construction. The City may request CONSULTANT review other ongoing projects’ temporary facilities submittals for constructability issues. g. CONSULTANT shall review temporary facilities submittals for operability.4. Request for Information/Clarification Processa. CONSULTANT shall utilize the online document tracking system for processing requests for design clarifications. b. CONSULTANT shall receive all requests for information (RFIs) from the CONTRACTOR and determine if the request is a valid RFI; i. If valid, ENGINEER will review the RFIs and provide design response. CONSULTANT will shall review the ENGINEER’s response, verify acceptability of response and transmit the Clarification Response to the CONTRACTOR. ii. If not, CONSULTANT shall return the RFI to the CONTRACTOR with justifications. c. CONSULTANT shall provide a response within 10 days to the CONTRACTOR for any administrative, field condition specific and general RFI. d. ENGINEER shall prepare Design Clarifications where design issues are identified by the CONSULTANT, ENGINEER, or CITY. CONSULTANT will shall prepare the Clarification Letter for transmittal to the CONTRACTOR of the ENGINEER’s Design Clarification and
other clarifications.e. CONSULTANT shall work with the CITY Project Manager to maintain an Error and Omission Log to document RFIs and RFCs that are a result of ENGINEER and CONTRACTOR errors in design and construction, respectively. The log shall record the hours spent by the ENGINEER to respond to the RFIs/ RFCs and associated cost impact to the construction. CITY may seek reimbursement from the ENGINEER and/or CONTRACTOR. 5. Change Order Preparation, Negotiation & Processing a. CONSULTANT shall review all change order requests (either initiated by the CITY or by the CONTRACTOR). i. CONSULTANT shall utilize the online document tracking system to log, track, and process changes. ii. CONSULTANT will shall maintain Change Event files. These files will shall compile all data related to specific items that arise that may have cost or time impacts or neither. b. CONSULTANT shall judge the validity and/or merits of all CONTRACTOR initiated change order requests. CONTRACTOR initiated change orders deemed unnecessary, or not substantiated by a deficiency in the construction documents will shall be returned to CONTRACTOR unapproved with an explanation. c. CONSULTANT shall negotiate change orders with the CONTRACTOR, considering impact to the schedule, as well as, reasonableness of cost, and impact to total project budget. CONSULTANT shall provide updates regarding potential cost and schedule changes to CITY. d. CONSULTANT shall prepare an independent cost estimate and/or verify the acceptability of the CONTRACTOR’s cost proposal for each approved change request. At CITY’s discretion, ENGINEER’s opinion may be requested for specific equipment and material costs. e. CONSULTANT shall prepare change orders using CITY’s procedure for execution by the CITY and CONTRACTOR. i. CONSULTANT shall prepare a Change Order Memorandum, if requested by the CITY, to provide additional background discussion for need of the change and reasonableness of cost and schedule impact. ii. ENGINEER shall prepare design details for change requests as needed. CONSULTANT to coordinate schedule and distribution of design details. iii. CONSULTANT shall prepare, and issue approved change order requests to the CONTRACTOR with the appropriate design documents as directed by the CITY. f. In the event the CONTRACTOR encounters a time sensitive problem where time is not available to negotiate a settlement, CONSULTANT shall issue a field order. i. All work done under a field order will be completed on a time and material basis. CONSULTANT to track actual time and material expended for the field order work. ii. Field orders shall be reviewed and approved with the CITY prior to issuance. 6. Documentation of Environmental Compliance a. CONSULTANT shall document compliance with environmental permitting and mitigation measures in accordance with the requirements of the environmental documents and regulatory permits.
7. Progress Paymenta. CONSULTANT shall review the initial schedule of values (cost breakdown) prepared by the CONTRACTOR and generate a progress payment request form for the CONTRACTOR’s use. b. CONSULTANT shall review and process the progress payment requests and determine whether the amount requested reflects the actual status of the Contractor’s work in place, materials on site and other contract requirements. c. CONSULTANT shall perform the appropriate administration, preparation and processing of the monthly progress payments so the CITY can respond in accordance with the time periods set forth in the Public Contract Code. d. CONSULTANT shall prepare the summary cover sheet for the progress payments which will be executed by CONSULTANT, CONTRACTOR and CITY. e. CONSULTANT shall not recommend final payment to the CONTRACTOR until the CONSULTANT has determined CONTRACTOR has complied with the project closeout requirements, including submittals of record documents, warranties, and operations and maintenance manuals. CITY will release the retention only after a Notice of Completion has been recorded with the Santa Clara County Clerk’s Recorder Office. f. CONSULTANT shall work with Contractor to develop an estimate of CONSULTANT as well as contractor’s anticipated monthly pay request (billing/invoicing) schedule for the entire duration of the construction phase. 8. CONTRACTOR’s Certified Payroll a. On a bi-weekly basis, or when otherwise requested by the CITY, State, or other agency or public inquiry, the CONSULTANT shall collect certified payrolls from the CONTRACTOR. Apart from the regular, bi-weekly collection, the CONSULTANT will shall obtain payroll records within 10 days of the CITY’s request. b. CONTRACTOR is responsible for submitting electronically their certified payroll records to the State Department of Industrial Relations. c. CONSULTANT shall be responsible for documenting and conducting interviews of the CONTRACTOR’s field staff/crew for compliance with CITY prevailing wage ordinance. 9. Schedule a. CONSULTANT shall review CONTRACTOR’s initial Baseline schedule submittal to determine whether it is realistic and prepared in accordance with the Contract Documents, that the milestone and Substantial Completion dates meet the overall goal for schedule and that no major conflicts exist. The CONSULTANT shall advise CITY of the review determination and provide written comments to the CONTRACTOR. b. CONSULTANT shall review the CONTRACTOR’s schedule updates and provide written comments to the submitted update. c. CONSULTANT shall review and evaluate the CONTRACTOR’s requests for Contract Time extension and make written recommendations to the CITY regarding entitlement and the number of days, if any, to be added to the Contract Time(s). If requested by the CITY, CONSULTANT shall provide a written assessment of the time request. CONSULTANT shall negotiate schedule adjustments with the CONTRACTOR. 10. Field Quality Control (Inspectional Services) a. CONSULTANT shall provide field observation services to monitor compliance with the Contract Documents. i. CONSULTANT staff shall have sufficient training and experience
regarding the specific construction activities being performed by CONTRACTOR. 1) CONSULTANT shall provide staff proportional as what is required to observe CONTRACTOR’s activities. 2) CONSULTANT shall submit inspection schedule showing inspection frequency, duration and level of efforts. 3) CONSULTANT shall provide subconsultant(s) as needed to observe specialty work or increase staffing levels (see Special Inspections). 4) CITY may set an allowance on a task order specific basis for the increased cost only of inspectional services if required during off hours and on weekends. Consultant to provide sufficient hours to cover all inspectional services anticipated at standard rates. b. Reporting i. CONSULTANT shall prepare daily inspection reports documenting observed field activities, field crews, CONTRACTOR equipment, and field problems. CONSULTANT shall collect and compile CONTRACTOR daily reports. ii. CONSULTANT shall provide and maintain photographs of field activities for status monitoring of the project. iii. CONSULTANT shall monitor record documents (redline drawings) on a bi-weekly basis to determine if they are being maintained by the CONTRACTOR and are in substantial conformance with the CONSULTANT’s information/observations. iv. CONSULATNT shall prepare a monthly report to include major work performed, outstanding issues, project photographs, schedule status, pending and executed change orders summary, and quality issues. This report shall also be part of CONSULTANT’s monthly progress payment report. c. Special Inspections i. CONSULTANT shall furnish the materials testing and special inspections required to be performed for the Project. Special Inspection and materials testing includes, but not limited to: 1) Soils testing for HazMat compliance 2) Soils compaction and relevant testing 3) Asphalt compaction and relevant testing 4) Concrete sampling and testing 5) Structural steel welding 6) Coating inspection 7) Medium voltage electrical installation inspection & testing 8) Low voltage electrical installation inspection & testing 9) Special inspections as listed in the project specific design drawings and specs. 10) Factory inspection and witness test of Service Entrance Cabinet prior to shipment. ii. CONSULTANT shall schedule and coordinate the material testing services and have responsibility for the specialty inspections and testing services. d. Medium Voltage Inspections
i. Any field activities, including inspection, performed by CPAU is independent of the CONSULTANT’s inspection work and shall be performed separately and in parallel. 11. System Outages a. CONSULTANT shall review and evaluate the CONTRACTOR’s system outage requests (SOR) in conjunction with the CITY. CONSULTANT shall assess the reasonableness of the duration of the requested shutdown. b. The SORs shall be reviewed and approved at least three weeks ahead of the actual outage/shutdown. c. CONSULTANT shall facilitate/coordinate shutdowns with the CONTRACTOR, CITY and ENGINEER. i. CITY is responsible for reviewing and approving system outage request and duration, confirming the outage is properly planned, implementing the outage, and bringing services back online after the outage. 12. Means and Methods of Construction a. CONSULTANT shall not direct the means and methods of construction. CONTRACTOR shall be solely responsible for the means and methods of construction. Concerns or suggestions regarding the CONTRACTOR’s means and methods shall be communicated to CITY and ENGINEER. 13. Safety a. CONSULTANT shall comply with appropriate regulatory, project and CITY codes in addition to CONSULTANT’s Health and Safety Plan regarding necessary safety equipment and procedures used during performance of the CONSULTANT’s work and shall take necessary precautions for safe operation of the CONSULTANT’s work, and the protection of the CONSULTANT’s personnel from injury and damage from such work. b. Neither the professional activities of the CONSULTANT, nor the presence of the CONSULTANT’s employees or sub-consultants at the construction/project site, shall relieve the CONTRACTOR and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending, or coordinating their work in accordance with the Contract Documents, City codes, and any health or safety precautions required by pertinent regulatory agencies. CONSULTANT and its personnel have no authority to exercise any control over any CONTRACTOR or other entity or their employees in connection with their work or any health or safety precautions. 14. Spare Parts a. CONSULTANT shall prepare a list of required spare parts from the specifications and vendor O&M Manuals or recommended spare parts lists. b. CONSULTANT shall inventory spare parts as they are delivered by the CONTRACTOR and transfer spare parts to the CITY. The transfer of part shall be documented via material transmittal, signed by Contractor, CONSULTANT and CITY. 15. Operation and Maintenance (O&M) Manuals a. CONSULTANT shall prepare a list of anticipated O&M Manuals and track the submittal and review process in the online document tracking system. b. CONSULTANT shall verify that the submitted O&M manuals are the correct and latest version, and that the ‘lessons learned’ and notes taken during startup and
commissioning are included in the O&M manuals. CONSULTANT shall coordinate delivery of final hardcopies from CONTRACT to CITY. 16. Testing and Training a. CONSULTANT shall coordinate training requirements and activities. b. ENGINEER shall provide design assistance during testing operations. c. CONSULTANT shall work with CONTRACTOR, ENGINEER and CITY on the development of the Testing and Startup Plan. d. CONSULTANT shall provide oversight and administration of training and testing. e. CONSULTANT shall coordinate the training with the CONTRACTOR, vendor and CITY staff. Some equipment may need training for third party personnel with whom the CITY may be contracting with. CITY will provide the vendor contact information for CONSULTANT to coordinate with. Trainings shall be coordinated so that key CITY staff can attend; schedule shall accommodate key CITY staff/ Plant operations shifts. Multiple training sessions for day shift and night shift operators may be required. f. CONSULTANT shall observe start-up and testing as the CITY’s representative and maintain copies of start-up documentation in an organized binder that will shall be turned over at the end of the project. g. CONSULTANT shall attend training sessions and collect attendance sheets and copies of training material. h. If required by CITY, CONSULTANT shall coordinate production quality audio and video recording and editing of training sessions to be used for future training sessions. The final digital copy shall be labeled and have an introduction that indicates the type of training, the process area, the equipment name, the vendor(s) / manufacturer(s) if applicable, the date, and the CONTRACTOR. i. Refer CITY’s Demonstration and Training Standards for more details. 17. Corrective Work Item List a. The CONSULTANT shall prepare and maintain a Corrective Work Item list (CWL) with the input from the CITY and ENGINEER. b. CONSULTANT shall confirm that the items identified in the CWL are completed in preparation for issuance of Substantial Completion Certificate (SCC). c. CONSULTANT shall prepare the SCC for execution by the CITY and the CONTRACTOR when the Corrective Work Items are completed to the CITY’s, ENGINEER’s and The CONSULTANT’s satisfaction. D. Project Closeout Phase Tasks 1. Punch List and Final Inspection a. Punch List i. CONSULTANT shall in conjunction with the CITY prepare the list of outstanding deficiencies. ii. CONSULTANT shall prepare and issue the Punch List(s) from the list of deficiencies. iii. CONSULTANT shall have primary responsibility for verifying that the Punch List work is complete. b. Final Inspection i. CONSULTANT shall have primary responsibility for conducting the final inspection. 1) CITY will participate and provide input on the final inspection.
2) ENGINEER will provide design input on final inspection items if determined necessary by the CITY. 3) CONSULTANT shall be responsible for oversight and review of the final inspection. 2. Warranty Coordination a. CONSULTANT shall maintain a warranty file in the online document tracking system. All warranty documentation shall be handed off to the CITY at conclusion of the contract. 3. Project Closeout a. CONTRACTOR shall furnish record documents, which the CONSULTANT will shall review and transmit to ENGINEER for conforming and final issuance to CITY. b. CONSULTANT shall prepare necessary CITY documentation recommending acceptance of the completed work by the CITY. c. CONSULTANT shall turnover project documentation to the CITY in an orderly manner and in a timely manner after completion of the project and all Punch- list activities. The CONSULTANT shall retain all change event files at the end of the project. The CITY shall have the right to request review and/or copies of the change events files.
Work Order No. 2B: Milestone Schedule of Performance TASK # MILESTONESNUMBER OF WEEKS TO COMPLETION FROM WORK ORDER #2A NOTICE TO PROCEED (NTP) NO LATER THAN DATE Task 1 Project Management168 Weeks 12/31/2026Task 2 Preconstruction Phase 12 Weeks1/1/2025Task 3 Construction Phase 168 Weeks12/31/2026Task 4 Project Closeout 168 Weeks12/31/2026 Work Order No. 2B: Milestone Compensation Schedule TASK # MILESTONES NOT TO EXCEED AMOUNT Task 1 Project Management $27,360Task 2Preconstruction Phase $33,360Task 3Construction Phase $1,050,640Task 4Project Closeout $33,360Task 5 Inspection Allowance$50,000 Sub-total Basic Services$1,194,720Reimbursable Expenses$0Total Basic Services and Reimbursable Expenses$1,194,720Additional Services (per Section 4) (Not to Exceed) $119,472Maximum Total Compensation$1,314,192
EXHIBIT “B”SCHEDULE OF PERFORMANCE, AMENDMENT NO. 45(AMENDED, REPLACES PREVIOUS)Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.WORK ORDER #2Tasks 1-5 completed within 125 Weeks from the Notice to Proceed for Work Order 2, as detailed in the Milestone Schedule of Performance attached to Work Order #2 (Amendment No.1).WORK ORDER #3Tasks 1-5 completed within 276 Weeks from the Notice to Proceed for Work Order 3, as detailed in the Milestone Schedule of Performance attached to Work Order #3 (Amendment No.2).WORK ORDER #1ATasks 1-3 completed within 37 Weeks from the Notice to Proceed for Work Order 1A, as detailed in the Milestone Schedule of Performance attached to Work Order #1A (Amendment No.3).WORK ORDER #5Tasks 1-5 completed within 186 Weeks from the Notice to Proceed for Work Order 5, as detailed in the Milestone Schedule of Performance attached to Work Order #5 (Amendment No.4).WORK ORDER #2BTasks 1-4 completed within 186 Weeks from the Notice to Proceed for Work Order 2B, as detailed in the Milestone Schedule of Performance attached to Work Order #2B (Amendment No.5).
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EXHIBIT “C” COMPENSATION, AMENDMENT #5 (AMENDED, REPLACES PREVIOUS)CITY agrees to compensate CONSULTANT for on-call, as-needed, time-limited project support services performed in accordance with the terms and conditions of this Agreement, and as set forth in a specific Task Order budget schedule. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth in a specific Task Order. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories within a specific Task Order, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of $0.00. WORK ORDER #2 Compensation as detailed in the Milestone Compensation Schedule attached to Work Order #2., Not to Exceed: Total Basic Services and Reimbursable Expenses $549,315 Additional Services (per Section 4) (Not to Exceed)$54,932 Maximum Total Compensation$604,247 DocuSignEnvelopeID:0E6C747C-1EC7-4B0F-8F92-1A8521AE4DD8DocuSign Envelope ID: 2DEF7E2C-088E-48E4-AC22-3618BA6DB187 Vers.: Aug. 5, 2019Page 25 of 28
WORK ORDER #3 Compensation as detailed in the Milestone Compensation Schedule attached to Work Order #3., Not to Exceed: Total Basic Services and Reimbursable Expenses $7,488,201 Additional Services (per Section 4) (Not to Exceed)$748,820Maximum Total Compensation$8,237,021 WORK ORDER #1ACompensation as detailed in the Milestone Compensation Schedule attached to Work Order #1A., Not to Exceed:Total Basic Services and Reimbursable Expenses $246,700 Additional Services (per Section 4) (Not to Exceed) $141,838Maximum Total Compensation $388,538 WORK ORDER #5 Compensation as detailed in the Milestone Compensation Schedule attached to Work Order #5., Not to Exceed: Total Basic Services and Reimbursable Expenses $3,773,987 Additional Services (per Section 4) (Not to Exceed) $377,399Maximum Total Compensation $4,151,386 WORK ORDER #2B Compensation as detailed in the Milestone Compensation Schedule attached to Work Order #2B., Not to Exceed: Total Basic Services and Reimbursable Expenses $1,194,720 Additional Services (per Section 4) (Not to Exceed) $119,472Maximum Total Compensation $1,314,192 DocuSignEnvelopeID:0E6C747C-1EC7-4B0F-8F92-1A8521AE4DD8DocuSign Envelope ID: 2DEF7E2C-088E-48E4-AC22-3618BA6DB187 Vers.: Aug. 5, 2019Page 26 of 28
EXHIBIT C-2 SCHEDULE OF RATES, AMENDMENT NO. 5 (ADDED) CONSULTANT’S schedule of rates is as follows (by calendar year): SUBCONSULTANTS’ schedule of rates is as follows (by calendar year): SILVEIRA CONSULTING
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HALEY & ALDRICH (rates and services effective with Amendment #4) BAY AREA COATING CONSULTANTS, INC. (BACC)
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