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CITY OF PALO ALTO CONTRACT NO. C26195486
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND BARON CONTRACTING
This Agreement for Professional Services (this “Agreement”) is entered into as of the 15th day of December, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BARON CONTRACTING, a California corporation, located at 1098 Foster City Blvd., #106- 862, Foster City, CA 94404 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to issue a contract ( the “Project”) and desires to engage a consultant to perform leak surveys for the City 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.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved 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 s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call Services shall be specified by CITY in the Task Order, based on Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from January 1, 2026, through December 31, 2029, 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.
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 Five Hundred Fourteen Thousand Five Hundred Fifty -Eight Dollars ($514,558.00). T he hourly schedule of rates , if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of D ollars ($ ) 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 Dollars ($ ) , 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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:
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 Logan Baron 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.
CITY’s Project Manager is Diamond Perkins, Utilities Department, WGW Operations Division, 1007 Elwell Ct., Palo Alto, CA , 94303, Telephone: 650-838-2838. 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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.
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.
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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 primar y 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 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, Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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
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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 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:
(a) 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. (b) 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.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) 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 (3) 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).
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 not a 9204 Public Works Project.
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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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 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 Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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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:
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: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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CONTRACT NO. C26195486
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
BARON CONTRACTING
By: ________________________________
Name: ______________________________
Title: _______________________________
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F CEO
Logan Baron
Secretary
Alicia Jordan
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Rev. Oct 16,2024
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 project 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.
Surveyors
1. CONTRACTOR will provide a minimum of two Gas Leak Surveyors (GLSs) to perform leak surveys. At least one GLS will have a minimum of 5-years’ experience and a second GLS will have a minimum of 2-years’ experience performing natural gas leak surveys and leak grading on gas distribution or transmission pipelines using flame ionization (FI) and remote methane leak detector (RMLD) units. GLSs will be experienced and qualified in use of the approved leak survey equipment.
2. CONTRACTOR will be required to test and will qualify for the following Industrial Training Services (ITS) Operator Qualification task list:
ITS
Task # Task Name
Re-Qual.
Frequency
Qual.
Method
Span of
Control
141 Visual Inspection for Atmospheric
Corrosion 3 Years~ K&S 1:0*
191 Measure Atmospheric Corrosion 3 Years~ K&S 1:0*
1241 Outside Gas Leak Investigation 3 Years~ K&S 1:0*
1261 Walking Gas Leak Survey 3 Years~ K&S 1:0*
1271 Mobile Gas Leak Survey: Flame
Ionization 3 Years~ K&S 1:0*
1311 Inspect Pipeline Surface Conditions:
Patrol Right of Way or Easement 3 Years~ K&S 1:0*
~ Re-qualification frequency is once every three years, not to exceed 39 months. City reserves the right to reduce qualification frequency and require CONTRACTOR to qualify on one or more tasks more frequently. * City will not approve span of control for CONTRACTOR personnel. Each GLS will be required to test and obtain qualification prior to performing any task listed above.
3. CONTRACTOR’s personnel will be entered and stored into ITS database. City will upload a maximum of two technicians in City’s ITS database; any additional technicians will be uploaded into CONTRACTOR’s ITS database. City will be granted rights to access CONTRACTOR’s ITS database to review and download qualifications of CONTRACTOR’s personnel performing tasks for City for duration of the agreement.
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4. CONTRACTOR will maintain qualification records for personnel who perform covered tasks for a minimum period of 5 years after the individual is no longer performing them.
The City has the right to review and receive such records upon request, for up to 5 years after the completion of the agreement.
Equipment
1. Prior to beginning the leak survey each year, which is typically done in March/April, CONTRACTOR will submit an annual inventory list of each FI or RMLD unit that may be used. The list will identify survey usage (mobile or walking), model and serial number, CONTRACTOR’s identification number, age of unit, last calibration date, and next calibration due date.
2. CONTRACTOR will supply industry standard equipment for the duration of the contract.
City reserves the right to accept or reject the equipment. Only units listed on the annual inventory list will be reviewed for approval by the City for use on this project.
3. CONTRACTOR will immediately remove from service any unit not calibrated in the appropriate intervals or not approved by City and replace such units with approved calibrated units.
4. While performing walking surveys, CONTRACTOR will provide each GLS with a handheld flame ionization unit or RMLD unit.
5. CONTRACTOR will supply gas canisters for FI units and ensure RMLD units are operational and fully charged.
6. While performing mobile surveys, CONTRACTOR will provide a vehicle, computer and approved mobile methane leak detector. The vehicle will be equipped with a multiple intake system of adequate length to obtain samples of air from an area at least eight (8) feet wide along the path of the survey.
Mobile Survey
1. CONTRACTOR will furnish all labor and equipment necessary to conduct a mobile gas leak survey of approximately but not limited to Two Hundred Ten (210) miles of distribution mains, annually, through the City.
2. CONTRACTOR will operate the approved motor vehicle for use in conducting the survey.
3. CONTRACTOR will conduct the survey at speeds that allow an adequate sample to be continuously obtained by intakes as the vehicle passes over venting locations, considering the location of the gas main and any adverse conditions which may exist. Adverse conditions may include heavy traffic, parked vehicles, road closures, or other obstacles that may arise on public streets. The GLS will be accommodated in such adverse conditions as the GLS conducts the survey or inform the Project Manager if additional aid is required.
Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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4. CONTRACTOR will verify all detected all leak indications by a walking survey and will classify the leak indications in accordance with Table 1 at the end of this document.
5. CONTRACTOR will establish the spread and concentration of each leak indication and enter the ground leak detection details on a ground leak survey report form (see Exhibit F).
6. CONTRACTOR will enter information on the report that documents:
a. The date and by whom the survey was conducted
b. Each leak will be identified by:
i. Numerical sequence
ii. Address, grade
iii. Percentage (%) or part per million (PPM) gas reading c. The location of the leak with diagram of property addresses, street intersections, valve locations, etc....
7. CONTRACTOR will mark all leaks in yellow paint upon verification.
8. CONTRACTOR will take care to prevent overspray or damage to customer property.
Walking Survey
1. CONTRACTOR will survey the entire gas distribution system in a two (2) year cycle. In even numbered years CONTRACTOR will conduct the walking survey on the north side of the City and in odd numbered years CONTRACTOR will conduct the walking survey on the south side of the City. Contractor’s 2023 walking gas leak survey (the first year of this contract) will cover the south side of the City and will include approximately 9,000 commercial and residential gas services. Maps of both the north and south sides of the City are included in (see Exhibit H).
2. In addition to either the north or south side of the City, CONTRACTOR will also include the following fourteen principal business districts in the annual walking survey:
Business Districts:
1. East Meadow Circle
2. Golf Course
3. St. Francis
4. San Antonio / Fabian
5. Charleston Center
6. Midtown
7. Downtown / Town & Country
8. Alma Center
9. El Camino Real
10. Stanford Shopping Center
11. VA Hospital
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12. Bayshore
13. Stanford Industrial Park
14. Palo Alto Country Club
3. CONTRACTOR will be able to recognize and react appropriately according to their Contractor Operator Qualification certification to Abnormal Operating Conditions (AOCs) that may indicate a dangerous situation or a condition exceeding design limit.
4. CONTRACTOR will mark all leaks in yellow paint upon verification.
5. CONTRACTOR will take care to prevent overspray or damage to customer property.
6. The CONTRACTOR will furnish all professional services necessary to perform the tasks.
7. Provide a minimum of two technicians to be tested and qualified for performing leak surveys and completing visual inspections to identify abnormal operating conditions and atmospheric corrosion per the City’s Operator Qualification Plan.
8. Furnish all labor, equipment, material, travel and all necessary incidentals to conduct a mobile gas leak survey of all distribution mains.
9. Conduct a mobile survey of all gas distribution mains.
10. Check detection instruments for proper operation and calibrate each instrument with a known gas sample per the manufacturer’s specifications, before using the instruments to conduct the surveys. Submit proof of calibration each year to the Utilities Project before beginning the survey and as requested during the duration of the survey.
11. Furnish all labor, equipment, material, travel and all necessary incidentals to conduct a walking gas leak survey of all commercial and residential gas services, up to and including the meter sets in the fourteen principal business districts and either the North or South side of the City (in alternating years).
12. Survey each service line from the back of the curb up to and including the meter set.
13. Use gas detection equipment capable of detecting the concentration of at least 50 PPM of gas in the air at any sampling point. Equipment will analyze for methane content by using a flame ionization detector. The instrument will be equipped with a visual display of concentration levels and an audible detection alarm.
14. Document any Abnormal Operating Conditions (AOCs) found during the survey on a City-provided form (see Exhibit E), including photographs.
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15. Revisit sites as described below on any initially inaccessible service lines and meter sets.
16. Conduct a recheck of all existing gas leaks identified on the survey maps each year.
17. Submit all completed forms to the Project Manager no later than 7:30 A.M. on the next regular business day following the day of the survey.
18. City will provide no carbon required (NCR) forms for all leak documentation (see Exhibits E & F) and locked gate doorhangers (see Exhibit G).
Walking Survey Details
1. CONTRACTOR will conduct the walking survey every year on alternating sides (north and south) of the City. Maps of both the north and south sides of the City are included in (see Exhibit H).
2. CONTRACTOR will survey the entire gas distribution system in a two (2) year cycle. In even numbered calendar years, CONTRACTOR will conduct the walking survey on the north side of the City and in odd numbered years, CONTRACTOR will conduct the walking survey on the south side of the City. The 2023 walking gas leak survey (the first year of this contract) will cover the south side of the City and will include approximately 9,000 commercial and residential gas services.
3. In addition to either the north or south side of the City, the annual walking survey also includes the following fourteen principal business districts:
Business Districts:
1. East Meadow Circle
2. Golf Course
3. St. Francis
4. San Antonio / Fabian
5. Charleston Center
6. Midtown
7. Downtown / Town & Country
8. Alma Center
9. El Camino Real
10. Stanford Shopping Center
11. VA Hospital
12. Bayshore
13. Stanford Industrial Park
14. Palo Alto Country Club
4. CONTRACTOR will survey each gas service, up to and including the meter set.
5. CONTRACTOR will conduct the survey at walking speeds sufficiently slow to allow an adequate sample to be continuously obtained by the instrument intake as it passes over Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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venting locations. In performing the leak survey of gas services, CONTRACTOR will survey the area to be covered along the route of the service line from the back of the curb, up to and including the meter set.
6. CONTRACTOR will address any leaks found during the walking survey as described below:
a. Upon detection, CONTRACTOR will verify all leak indications and classify them in accordance with Table 1 at the end of this Exhibit. CONTRACTOR will establish the spread and concentration of each leak indication and enter the ground leak detection details on a ground leak survey report form (see Exhibit F). CONTRACTOR will enter information on the report form to document:
i. When and by whom the survey was conducted
ii. Each leak will be identified by:
i. Numerical sequence
ii. Address
iii. Grade
iv. Percentage (%) or part per million (PPM) gas reading v. Leak location, including a hand drawn map
b. CONTRACTOR will complete meter leak/AOC forms supplied by the City, or a City approved equivalent (see Exhibit E), to assess compliance with City’s utility standards. CONTRACTOR may take the sample through the reading lid and is not required to remove the lids of curb meter boxes.
i. CONTRACTOR will number the meter leak forms consecutively and separately from the ground leaks. CONTRACTOR will also conduct a visual inspection of the gas riser, gas meter and the regulator for defects, corrosion and illegal grounding by other utilities (including, but not limited to, telephone and cable companies). CONTRACTOR will complete a City- provided Abnormal Operating Condition (AOC) Survey form (see Exhibit E) for each location identified as an AOC. CONTRACTOR will provide a photograph of all reported AOCs. CONTRACTOR will ensure the address of the location will be visible in the photograph.
c. CONTRACTOR will describe all ground leaks and meter leaks and note them on the City-provided Map at the appropriate address. CONTRACTOR’s notes will include leak number, leak concentration, leak location and Palo Alto Meter # from the meter, if applicable. CONTRACTOR will verify all addresses where leaks are found by checking the physical address on the building.
i. In cases where there are inconsistencies between the physical addresses and the address in the Map, CONTRACTOR will consider the address on the building correct and note that on the Map and on the Survey Report Form.
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d. CONTRACTOR will mark each service with a red check ( ) on the Map and enter each service on the City-provided reporting format (spreadsheet or database) to report the data electronically.
e. Any service not checked will be considered not surveyed and CONTRACTOR must be re-survey in order to adequately perform the tasks required in this Agreement (see subsection “f” immediately below for additional information on completing surveys). f. A location is considered completed/surveyed by CONTRACTOR only when CONTRACTOR’s GLS has leak tested the service line and meter set for gas leaks, and verified, classified and documented the findings.
g. CONTRACTOR will make every reasonable effort to complete the survey upon the initial site visit. If the GLS is unable to conduct or complete the survey at any location because of an inability to access the premise, CONTRACTOR will take the following actions:
i. Complete the “Special Instructions” section of the Gas Meter Leak/AOC Survey Tag (see Exhibit E). CONTRACTOR’s GLS will indicate on the form the reason the survey was not completed at the location (locked gate, dog, etc.).
ii. A City-provided door hanger (see Exhibit G) will be attached to the door. The door hanger will advise the resident to contact the City to schedule a date/time for the survey to be conducted on the service/meter.
iii. If CONTRACTOR’s GLS is unable to access a location to conduct a complete survey, CONTRACTOR will make up to two additional attempts. The Project Manager may assist in setting up appointments with residents for the two additional attempts. CONTRACTOR’s GLS will be courteous and on time for appointments.
iv. CONTRACTOR’s GLS will be available at the conclusion of each survey to work with the City’s meter reading group to access any location where the GLS was unable to complete the survey due to inaccessibility or any other reason.
v. If, after an initial visit and two additional visits as arranged by the Project Manager, the site is still inaccessible, the City will consider the contractor’s obligation fulfilled and eligible for payment.
Re-survey of Existing 3 Gas Leaks
A list of existing Grade 3 Gas Leaks will be provided to the CONTRACTOR’s GLS each year.
CONTRACTOR will re-survey leaks and reassess them annually and provide a revised Leak Survey form (see Exhibit F) to the Project Manager. Leak resurveying is a time sensitive task and CONTRACTOR will observe department implemented timelines.
As of December 2024, there were 115 existing gas leaks (Grade 3) identified in the gas Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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distribution system. Known leaks are located throughout the City and are identified on the Maps with a red colored asterisk (*). The specific locations of existing leaks will be provided upon award of the contract.
Work Hours
CONTRACTOR will not conduct overtime, weekend or holiday work, unless receiving prior approval by City. The workday is M-TH 7:30 AM and 4:00 PM.
General Reporting Requirements
1. CONTRACTOR’s GLS will immediately report all leaks of a hazardous nature (Grade 1) to Utility Dispatch at (650) 329-2579, to have the leak recorded in the dispatch log and to dispatch a Utility Field Services Representative to the location. The GLS will remain on site until Utility staff arrives. All houseline leaks discovered are considered grade 1 and CONTRACTOR will call them into dispatch. The GLS will wait on scene until a Field Service Representative or other City representative arrives and will communicate findings.
2. CONTRACTOR will deliver completed Survey Report forms, Gas Meter Leak / AOC Survey forms, and Maps to the City no later than 7:30 A.M. on the next regular workday following the survey, unless other arrangements are specifically identified by the City.
Drug Testing Requirements
CONTRACTOR’s employees who perform operating, maintenance, or emergency response functions on natural gas pipelines are subject to the provisions of Title 49 CFR Part 199, “Drug and Alcohol Testing”, including the requirements for drug testing, record keeping, education, and training. CONTRACTOR will ensure that its affected employees are given drug testing in accordance with the regulations.
CONTRACTOR will submit a copy of its “Drug and Alcohol Testing Policy” before performing any work under this Agreement.
Final Report
CONTRACTOR will prepare a final report, which provides documentation of the entire survey and the results of such survey. One (1) hard copy of the report submitted to the City within thirty (30) days of the survey completion date. CONTRACTOR will provide an electronic copy of the report if available.
Additional On-Call Services - Citywide
CONTRACTOR will perform additional on-call leak surveying services at the request of City due to emergencies, uprating’s, and additional scheduled work that may come up within the contract period.
See next page for Table 1 – Identification of Leak Grades Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
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Table 1
Grading and Identification of Gas Leaks
Grade Definition Priority of Leak Repair Examples
3 Non-Hazardous –
Leaks that are non-
hazardous at the time
of detection and can
reasonably be
expected to remain
non-hazardous.
Leaks will be scheduled for re-evaluation
during the next scheduled leakage survey
or within 15 calendar months of detection,
whichever occurs first, until the leak is re-
graded or no longer results in a reading.
Grade 3 leaks may include, but are not limited to:
1. A leak that naturally vents to the atmosphere.
2. Any indication of gas < 4% gas-in-air (80% Low
Explosive Level LEL) in small gas associated substructures such as valve boxes.
3. A leak with minimal migration.
4. Any indication of gas <1% gas-in-air (20% LEL) in a
confined space.
2 Intermediate - Leaks
that are not
hazardous at the time
of detection, justify
scheduled repair
based on probable
future hazard.
Leaks should be repaired within one year
but no later than 15 months from the date
reported. In determining the repair
priority, criteria such as the following
should be considered:
1. Amount of and migration of gas.
2. Proximity of gas to buildings and
subsurface structures.
3. Extent of pavement.
4. Any leak, which in the judgment of
company personnel at the scene, is of
sufficient magnitude to justify schedule
repair
Grade 2 leaks may include, but are not limited to:
1. Any leak requiring action prior to any adverse changes in venting conditions.
2. Any leak that would likely migrate into or under
buildings.
3. Any indication of gas > 2% gas-in-air (40% LEL)
under a sidewalk in a wall-to-wall paved area that is not a Grade 1 leak.
4. Any indication of gas > 5% gas-in-air (100% LEL)
under a street in a wall-to-wall paved area.
5. Any indication of gas < 4% gas-in-air (80% LEL) in
small substructures associated with gas facilities that would likely migrate creating a probable future hazard.
6. Any indication of gas between 1% and 4% gas-in-air
(20% - 80% LEL) in a confined space.
1 Hazardous - Leaks
that pose an
immediate hazard to
persons or property
and requires
continuous action
until conditions are
no longer hazardous.
Prompt remedial action must be
undertaken for leaks classified as
hazardous. Prompt remedial action may
include, but not be limited to the
following:
1. Implementation of the CPAU
Emergency Operating Plan.
2. Evacuation of buildings.
3. Blocking off/barricading an area.
4. Rerouting traffic.
5. Eliminating ignition sources.
6. Venting the area and/or buildings.
7. Stopping the flow of gas by closing
valves or other means.
8. Notifying Fire, Police and/or other
emergency responders.
Grade 1 leaks may include, but are not limited to:
1. Any gas leak that can be seen, heard, or felt.
2. Any leak which, in the judgment of company personnel at the scene, is considered as an immediate hazard.
3. Escaping gas that has ignited.
4. Any indication of gas that has migrated into or under a building.
5. Any indication of gas at the outside wall or where gas would likely migrate to an outside wall due to surface
conditions or cover and/or subsurface structures or a
building.
6. Any indication of gas > 4% gas-in-air (80% LEL) in a confined space.
7. Any indication of gas > 4% gas-in-air (80% LEL) in
small substructures not associated with gas facilities where gas would likely migrate to the outside wall of a building.
8. All leaks inside a building(s)
9. All leaks inside enclosures containing electrical
equipment.
10. All houseline leaks
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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 ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services according to the following schedule, with clarifications by the Project Manager where needed:
1. Re-survey of all existing grade 3 leaks to be completed before their annual review date (between April 6th and May 15th of each year).
2. Walking Survey to be completed by December of each year, start date to be determined by the project manager each year usually around June, dependent on the completion of the resurveying leak survey.
3. Mobile Survey to be performed during October/November each year.
4. The complete gas survey to be completed by December 31 of each year.
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 the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated 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 reimburs able 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.
A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
CPAU GAS LEAK SURVEY BID
TABLE Consultant
Bid Schedule A: Mobile Gas (Methane)
Leak Survey
Mobile Survey
Year 1
Mobile Survey
Year 2
Mobile Survey
Year 3
Bid Schedule
A Total- Years
1 through 3
Mobile Gas Leak Survey. All labor,
equipment, material, travel and all necessary
incidentals to conduct a mobile gas leak
survey of the City's gas distribution system
mains including appropriate documentation.
$ 40,000.00 $ 41,000.00 $ 42,025.00 $ 123,025.00 Bid Schedule B: Business District Gas
(Methane) Leak Survey
Business
Districts
Survey
Year 1
Business
Districts
Survey
Year 2
Business
Districts
Survey
Year 3
Bid Schedule
B Total- Years
1 through 3
Business District Leak Survey. All labor,
equipment, material, travel and all necessary
incidentals to conduct an annual walking gas
leak survey of 14 business districts including
appropriate documentation.
$ 20,000.00 $ 20,500.00 $ 21,013.00 $ 61,513.00 Bid Schedule C: Walking Gas (Methane)
Leak Survey
Cost Per
Service
Surveyed
Year 1
Cost Per
Service
Surveyed
Year 2
Cost Per
Service
Surveyed
Year 3
Bid Schedule
C Total -
Years 1
through 3
Walking Gas Leak Survey. All labor,
equipment, material, travel and all necessary
incidentals to conduct an annual walking gas
leak survey of approximately 9,000 residential
& commercial gas services, up to and
including the meter set including appropriate
documentation and repeat visits when
necessary.
$ 8.33 $ 8.55 $ 8.76 $ 230,790.00 Bid Schedule D: Gas Leak Resurvey -
Citywide.
Cost Per
Service
Resurveyed
Year 1
Cost Per
Service
Resurveyed
Year 2
Cost Per
Service
Resurveyed
Year 3
Bid Schedule
D Total -
Years 1
through 3
All labor, equipment, material, travel and all
necessary incidentals to resurvey
approximately 100 existing gas leaks, up to
and including the meter set including
appropriate documentation.
$ 30.00 $ 30.75 $ 31.55 $ 9,230.00 On-Call Services - Citywide
Year 1 Year 2 Year 3 Total - Years 1
through 3
All labor, equipment, material, travel and all
necessary incidentals to perform additional
leak survey services (main, services, meters,
$
30,000.00
$
30,000.00
$
30,000.00
$
90,000.00
Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
Professional Services
Rev. Oct 16,2024
valves, etc.), including all appropriate
documentation.
Total $ 168,000.00 $ 171,525.00 $ 175,033.00 $ 514,558.00 Year 1 Year 2 Year 3 Total 3 Years
The total proposed costs per year:
• Year 1: $138,000
• Year 2: $141,525
• Year 3: $145,033
• On-Call Services: $30,000
The above pricing is broken down in the bid table. In addition to the bid table, we have included some rates below for various activities:
• $225/hr of regular time labor
o Bundled labor rate that includes truck, survey tools, and survey equipment o Labor for: OQ training, additional work, etc.
• $300/hr for labor outside of work hours
o Bundled labor rate that includes truck, survey tools, and survey equipment o Labor for: Emergency leak response, etc.
• $500 mobilization cost for emergency/on-call services • Minimum of 4 hours of labor to be charged for each on-call request or additional work • $150/hr for additional admin work
Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
Professional Services
Rev. Oct 16,2024
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
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
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.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. 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.
Docusign Envelope ID: 6679A2C3-C4A0-4C67-9985-766D2E34D34F
Professional Services
Rev. Oct 16,2024
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE 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: 6679A2C3-C4A0-4C67-9985-766D2E34D34F