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CITY OF PALO ALTO CONTRACT NO. C25194267
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND INTERFACE ENGINEERING, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 16th day of June, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INTERFACE ENGINEERING, INC., a Delaware corporation, located at 100 SW Main Street, Suite 1600, Portland, OR 97204 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to build a new Fire Station No. 4 ( the “Project”) and desires to engage a consultant to provide commissioning services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through June 30, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
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SECTION 4. NOT TO EXCEED COMPENSATION. 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 Ninety -Two Thousand Two Hundred Fifty Dollars ($92,350.00). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” 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.
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 Nine Thousand Two Hundred Thirty -Five Dollars ($9,235) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Hundred One Thousand Five Hundred Eighty-Five Dollars ($101,585.00), 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 at 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 S ervices 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 exec uted 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 in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
Thornton Tomasetti – Building Envelope
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 13. PROJECT MANAGEMENT. CONSULTANT will assign Meghan Mello as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
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CITY’s Project Manager is Gloria Yu , Public Works Department, Engineering Division, 250 Hamilton Ave., Palo Alto, CA 94301, Telephone: 650-329-2484. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
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Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
• All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. • Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
• Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY , for reuse or recycling. C ONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
25. is not a public works contract;
26. is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
27. is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
OR
26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations.
CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, 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 contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq. ), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.) , as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E , entitled “ DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “ Claims for Public Contract Code Section 9204 Public Works Projects”.
OR
This Project is not a 9204 Public Works Project.
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SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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CONTRACT No. C25194267
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
INTERFACE ENGINEERING, INC.
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614 Richard Russell
Principal
Shawn MacLean, Secretary/Principal
Principal
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of proj ect plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
Background
The City requires a CONSULTANT to provide complete building commissioning services for this project as noted in the project specifications. The project is seeking LEED Silver certification and will require the associated commissioning services to achieve this level of sustainability, as well as meeting CalGreen Tier II standards. The curren t intent is to achieve full LEED Enhanced Commissioning and Building Envelope Commissioning credits.
The CONSULTANT will be expected to foster collaborative working relationships with all members of the City staff, the architect, engineers, construction managers, other consultants, vendors, specialty contractors, and subcontractors throughout the duration of the project. The CONSULTANT will be integrated into the project team throughout design, construction, and close-out. City will provide construction schedule to CONSULTANT once submitted by the Contractor and approved by the City.
CONSULTANT to provide building commissioning services for the following systems listed below.
A. HVAC Systems
1. Air-handling Units
2. VRF Condensing Unit
3. Fan-coil Units
4. Energy Recovery Ventilator
5. Split System Heat Pump
6. Electric Radiant Heaters
7. Exhaust fans
8. Unit Heaters
9. Vehicle Exhaust System
B. Electrical Systems
1. Utility power distribution system
2. Emergency generator power system and distribution
3. Lighting control system
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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4. Photovoltaic panel system
5. EV chargers
6. Photovoltaic systems and integration of the system to present design (may be included as part of the project at a future date, however, infrastructure is included in base bid currently).
C. Plumbing Systems
1. Domestic hot water including Water Heater and Pump
2. Gas Piping for Connection to Mechanical System
3. Air Compressor
4. Plumbing fixtures
5. Irrigation systems
D. Building Management Systems
1. MS Control System
E. Building Envelope
Excluded Systems:
A. Fire alarm, and life safety.
B. Fire sprinklers and pumps, except if pumps are required to function in life safety circumstances
C. Security systems, except as they interface with doors critical to life safety (REX, etc) D. A/V systems
E. IT systems
F. Irrigation systems
G. Battery storage system for PV system (not in scope of project)
The CONSULTANT shall perform the following services:
Design Phase
A. Owner’s Project Requirements (OPR) and Design Document Review
1. The CONSULTANT shall review and provide comments on the most current draft of the Owner’s Project Requirement (OPR) and Design Documents provided by the CITY.
2. The CONSULTANT shall write and complete Specifications and OPR.
3. Deliverables
a. CONSULTANT shall provide comments and feedback in a report of the design and specifications. CONSULTANT to suggest options to existing design for review by the team.
b. CONSULTANT shall provide complete set of specifications for the following sections is a Microsoft Word document format:
a. General Commissioning Requirements
b. Exterior Enclosure Commissioning
c. Commissioning of Plumbing
d. Commissioning of HVAC
e. Commissioning of Electrical Systems
B. Commissioning Plan
1. CONSULTANT shall prepare and distribute a Commissioning Plan, and revise as necessary, that describes the commissioning process and outlines the roles and Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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responsibilities of all commissioning team members; including the Owner’s construction manager, design team, commissioning authority, contractors, subcontractors, and equipment suppliers. These roles and responsibilities shall be summarized in a matrix for clarity.
2. The Commissioning plan shall include a project specific checklist and commissioning process test procedures. Project specific checklist should include party or parties responsible for completing.
3. Deliverables
a. Commissioning Plan
b. Project Specific checklist and commissioning process test procedures
Construction Phase
A. Submittal Review
1. CONSULTANT shall review all submittals of systems to be commissioned concurrently with Engineers -of-Record and act as the Owner’s advocate in reviews related to commissioning, then back- check to ensure that comments have been appropriately addressed. CONSULTANT shall maintain a database of submittals in Facility Grid.
2. Deliverables: CONSULTANT shall provide the following in Facility Grid. a. Mechanical submittals review comments
b. Electrical submittals review comments
c. Plumbing submittals review comments
d. Lighting and lighting control submittals review comments e. BMS Submittals review comments
f. Building Enclosure review comments
B. Commissioning Schedule
1. CONSULTANT shall facilitate scheduling coordination with General Contractor to ensure the following commissioning milestones and activities are included in the project schedule.
2. Equipment submittals and shop drawings
a. Sequence of Operation coordination
b. Equipment start-up and pre-functional checks
c. Factory Representative start-up and inspection of equipment where required d. Test, Adjust, and balance
e. Contractor Functional testing
f. CONSULTANT Witnessed Demonstration tests
g. BMS trend review initiation and data distribution
h. Submission of operations and maintenance manuals and review of information i. Development and review of record drawings
j. Assist in training of Owner personnel
b. Deliverable
a. CONSULTANT shall meet with the General Contractor to provide a schedule to the CITY.
C. Commissioning Matrix
1. CONSULTANT shall prepare a system and equipment commissioning matrix with a line item for each piece of equipment and each subsystem specified to be commissioned. The matrix shall include for each line item, if applicable:
a. Equipment tag or name
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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b. Service
c. Location
d. Responsible subcontractor
e. The due date and actual completion date for the following:
i. Submittals
ii. Shop drawings
iii. Factory test
iv. Development and review of Pre-Functional and Startup checks v. Equipment set
vi. Preliminary operations and maintenance manuals indicating start-up procedures
vii. Development and review of functional performance test scripts viii. Pre-start verification
ix. Equipment start-up
x. Pre-functional check out
xi. Test and balance
xii. Contractor Functional performance tests
xiii. Witnessed Functional Demonstration tests
xiv. Operations & Maintenance manuals reviewed
xv. Record drawings reviewed
xvi. Training (possible to assist and record training if not already included in specifications by the GC.)
2. Deliverable
1. CONSULTANT shall complete the commissioning matrix as activities are completed, and distribute to Commissioning Team at least two days prior to each team meeting or when requested by CITY or the CITY’s representative.
D. Functional Performance Test Scripts
1. CONSULTANT shall develop functional performance test documents to be executed by the contractors responsible for each system.
a. Test protocols shall be sufficiently detailed and based on accepted industry standard of care to demonstrate that the system tested is operating in accordance with the OPR and contract documents
E. Commissioning Meetings
1. CONSULTANT shall schedule and lead meetings of Commissioning Team. Commissioning Team shall be notified of all meeting times and locations at least one week prior to the meeting. CONSULTANT shall send agenda to Commissioning Team at least three (3) busine ss days prior to the meeting. Send meeting minutes including action items to Commissioning Team within 2 business days of the meeting.
2. Meeting schedule
a. One scoping meeting shall occur upon time when the Commissioning and General Contractor Contracts are finalized. Meeting shall include a discussion of preliminary commissioning schedule and roles of each Team member. b. Monthly progress meetings; more frequent if required in the judgment of the Commissioning Authority; less frequent if requested by the Commissioning Team and approved by the Owner’s Representative.
F. Functional Testing
1. CONSULTANT shall supervise pre -functional and start up checks performed by Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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General Contractor’s Members of Commissioning Team.
a. Ensure that check-lists and start up reports are successfully completed by reviewing forms for completeness and positive response, and ensuring forms have been signed by the Team Member who performed the work.
b. Compile pre -functional checklist and start up documentation and submit to the Owner’s Representative for review and approval.
c. Coordinate and ensure resolution of punch lists from Owner, Owner’s Representative, or other entity.
d. The CONSULTANT shall review the draft scripts and forms and prepare final FPT scripts and forms for execution by the Contractors.
2. CONSULTANT shall supervise functional performance testing performed by Contractor’s Members of Commissioning Team.
a. Coordinate tests among Team Members and schedule tests so that required work for each trade is complete prior to tests being performed. b. Ensure that FPTs are successfully completed by reviewing test forms for completeness and positive response, and ensuring forms have been signed by the Team Member who performed the work; the Commissioning Authority is not required to perform or witness any FPTs. The intent is for the Contractor to do all the tests first to ensure they work prior to CONSULTANT involvement. c. Compile test documentation and submit to the Owner’s Representative for review and approval.
d. Coordinate and ensure resolution of punch lists from Owner, Owner’s Representative or other entity.
G. Site Visits
1. CONSULTANT shall conduct periodic site observations sufficient to confirm commissioning activities are being appropriately completed consistent with the progress of the completion of the work.
2. Deliverables
a. CONSULTANT to issue site visit reports to the CITY and the General Contractor within 2 business days of the site visit.
H. Testing and Documentation Prepared by Others
1. Review HVAC ductwork testing and cleaning documentation sufficient to assess that proper procedures were followed and satisfactory results were obtained
2. Review systems startup reports to ensure satisfactory results were achieved and related site observations as may be warranted.
3. Review air and water balancing reports and related site observations as may be warranted, with a written assessment to the City recommending acceptance (or not) of the test and balance report.
4. Review load bank and operational testing documentation of generator, UPS’s and ATS’s to assess that proper procedures were followed and satisfactory results obtained.
5. Review Operations & Maintenance manuals for completeness and accuracy.
6. Deliverables
a. CONSULTANT shall perform formal reviews of and provide comments on each document.
I. Deficiency and Resolution Log
1. CONSULTANT shall prepare and maintain a master deficiency and resolution log developed from punchlists, including status and date of resolution of each deficiency.
CONSULTANT shall use Facility Grid for tracking items.
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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2. CONSULTANT to provide the CITY and CITY’s Representative with regular progress reports.
J. Building Envelope Commissioning
1. In addition to the scope above, CONSULTANT shall complete the following commissioning process activities for the building’s thermal envelope in accordance with ASHRAE Guideline 0–2013 and ASTM E2947-16: Standard Guide for Building Enclosure Commissioning, as they relate to energy, air and water tightness, indoor environmental quality, and durability.
2. CONSULTANT shall not exceed 250 hours during the construction phase and warranty/post-occupancy phase.
3. Deliverables
a. In accordance with above for all other commissioning services b. CONSULTANT shall develop an on- going enclosure commissioning plan for maintenance, renewal and revitalization cycles.
Post-Construction
A. CONSULTANT shall coordinate and confirm completion of training of CITY personnel as specified.
1. Assist in schedule training with Contractors and CITY’s Representatives.
2. Review and approve training materials prepared by Contractors. Ensure that training sessions occur as scheduled.
3. CONSULTANT may need to attend training sessions depending upon topic or specific system.
4. Each training session shall have a Training Log created and verified by the CONSULTANT that includes the following:
a. Topics trained Specification sections covered by training b. Electronic word searchable copies of training materials c. Date of training Duration of training
d. Name, title, affiliation and signature of trainer
e. Name, title affiliation and signature of all trainees B. Post Occupancy Site Visit
1. Approximately 8-10 months after substantial completion, the CONSULTANT shall conduct a post-occupancy evaluation to verify the building’s performance during active use. The CONSULTANT will review and address a list of events or concerns provided by the CITY or facility operators and perform seasonal testing as required. Additionally, the CONSULTANT will confirm that all training requirements have been met and that a plan for resolving any outstanding commissioning- related issues has been implemented.
2. Deliverable
a. CONSULTANT shall provide a post-occupancy evaluation report.
Commissioning Documentation
A. Commissioning Report
1. CONSULTANT to provide a summary commissioning report that summarizes commissioning activities and includes copies of the commissioning plan and results.
2. Commissioning Report including:
a. Summary of Commissioning Activities and Status
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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b. System/Equipment Matrix
c. Start-up and Factory Test
d. Test and Balance Reports
e. Pre-functional Test Documentation
f. Functional Performance Test Documentation
g. Demonstration Test Documentation
h. Deficiency and Resolution Log
Add Alternate: LEED Monitoring-based Commissioning
Work for LEED Monitoring Based Commissioning credit is an add alternate to the scope.
CONSULTANT shall meet with the CITY to determine if the added scope is needed to achieve the credit, and CONSULTANT shall proceed only upon written authorization from the CITY on scope related to achieving the LEED Monitoring Based Commissioning credit. CONSULTANT shall perform the following services if authorized:
Monitoring-based Commissioning Planning Phase
A. Define high priority systems from performance monitoring B. Create a Monitoring Action Plan that includes meters, monitoring points, and key performance indicators
1. CONSULTANT shall coordinate with the CITY’s facilities management team to develop a guide on what will be tracked to keep building systems optimized over time.
C. Specify or enhance an Energy Management and Information System (EMIS) that identifies issues and opportunities that are displayed visually, allows for root cause analysis and investigation, identifies and implements corrective actions, and provides reports of commissioning efforts
D. Create a Training Plan with the following:
1. Control sequences of operation
2. Sensor calibration
3. Troubleshooting data quality issues
4. EMIS capabilities and navigation
5. Using the Monitoring Action Plan
6. Training on building systems’ improvements
Energy Management and Information System Configuration Phase A. Define data configuration requirements
B. Calibrate critical sensors
C. Perform data quality checks
D. Create a user interface for gathered data that includes the following:
1. Building name and geographical location
2. Simple chart display or summary table indicating key performance indicators
3. Sorting of sites within a portfolio (if applicable)
4. Navigation from main landing page to specific buildings/meters/charts/etc.
5. Summary of outstanding issues or alerts
6. Savings summary data showing progress toward the project savings target
7. Progress toward long-term organizational goals
E. Configure energy savings and anomaly tracking
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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Monitoring-based Commissioning Implementation Phase
A. Identify issues and opportunities using EMIS and the Monitoring Action Plan B. Investigate root cause for prioritized issues
C. Identity and implement corrective actions, and update facility documentation D. Verify performance improvement
E. Implement reporting, documentation, and training of CITY personnel
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
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.
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
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: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
Review Owner’s Project Requirements Design
Documents
1 week
Commissioning Plan Developments 4 weeks
Commissioning Plan and Submittal Reviews 86 weeks
Commissioning Matrix and Schedule 86 weeks
Commissioning Meetings 86 weeks
Pre-Functional Testing 86 weeks
Demonstration Testing 86 weeks
Site Visits 86 weeks
Review of Tests and Documents 86 weeks
Deficiency and Resolution log 86 weeks
Training 90 weeks
Post Occupancy Site Visit (w/ seasonal
testing)
120 weeks
Commissioning Report 120 weeks
Building Envelope Commissioning 86 weeks
Monitoring-Based Commissioning 90 weeks
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.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as E xhibit C-1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , 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.
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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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.
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Senior Principal $375/Hour
Principal $325/Hour
Associate Principal $275/Hour
Associate / Project Manager $260/Hour
Sr. Engineer / Designer $230/Hour
Engineer / Designer $185/Hour
Project Designer / Drafter $165/Hour
Administrative $135/Hour
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS 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 HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY 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
a) EACH PERSON
b) 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
YES
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: CONSULTANT, 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 CONSULTANT 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.
1. INSURANCE COVERAGE MUST INCLUDE:
7. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
2. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
3. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
15 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.
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Professional Services
Rev. Oct 16,2024
16 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.
17 NOTICE OF CANCELLATION
• IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
• IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT 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 ALTO SENT TO THE FOLLOWING EMAIL:
Docusign Envelope ID: 587C0CE6-9268-47F8-A587-986C917D8614