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PUBLIC WORKS DEPARTMENT PUBLIC SERVICES DIVISION PROJECT TITLE: “MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION” INVITATION FOR BIDS (IFB) NUMBER: 159094 IFB DUE DATE: JUNE 2, 2015 A MANDATORY PRE-BID CONFERENCE IS SCHEDULED FOR ALL BIDDERS SEE PART I, SECTION 2 FOR LOCATION AND SCHEDULE FOR CONTRACT DOCUMENTS AND INFORMATION CONTACT: PURCHASING AND CONTRACT ADMINISTRATION AT (650) 329-2271

TABLE OF CONTENTS Part 1 Invitation for Bid (IFB) Summary Part 2 Instructions to Bidders Part 3 Bid Form and Bidder’s Documents Part 4 Construction Contract Part 5 General Conditions Part 6 Special Provisions Part 7 Technical Specifications Part 8 Appendices Part 9 Project Drawings

Invitation for Bid (IFB) Package PART 1 - SUMMARY

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CITY OF PALO ALTO

Purchasing and Contract Administration 250 HAMILTON AVENUE PALO ALTO, CA 94301

P.O. BOX 10250 PALO ALTO, CA 94303

Date: May 11, 2015 The City of Palo Alto, Purchasing and Contract Administration, requests a Bid on behalf of the Public Works Department, Facilities Division for: Project Title: MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION Invitation For Bid (IFB) Number: 159094 Description of Project: The work consists of all labor, material, tools, equipment, etc. for completing the following scope of work at Municipal Service Center at 3201 East Bayshore Road, Palo Alto and Utility Control Center at 3241 East Bayshore Road, Palo Alto. Install four AMAG card access readers on exterior doors at MSC – C; Demo the existing old security camera system in the MSC yard and Utility Control Center building and server room; Install 40 IP security cameras throughout the MSC yard and Utility Control Center; Install one Network Video Recording Server in the Utility Control Center server room for the new security camera system; Install one new LED flat panel video monitor, minimum 20”, for server; Install the Network Video Management Software on the server and supply the licenses for the 40 cameras. Install client software on 16 clients PCs. PCs are City supplied. There shall be no cost for technical support for this system; Provide three years of software upgrades for IPVSSP base application and recorder application (recorder application is a per camera cost, which totals 40 cameras); Provide onsite and vendor offsite system training. Contracts Administrator: Carolynn Bissett Email: [email protected] Project Manager: Dennis Huebner Email: [email protected] The below Invitation for Bid Summary is not intended to be exclusive and the entire Invitation for Bid (IFB) Package should be reviewed prior to submitting a Bid. 1.

Bid Submittal Information: A. In order to submit bids/proposals to the City of Palo Alto you must comply with the following: Proposers shall email one (1) “Adobe PDF” type file of its proposal to the email address noted below. Bids may not be delivered by facsimile transmission. In the event bidder’s file is too large to email bidder may submit a hard copy: City of Palo Alto Purchasing and Contract Administration 250 Hamilton Avenue, Mail Stop MB

Invitation for Bid (IFB) Package PART 1 - SUMMARY

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Palo Alto, CA 94301 B.

Your PDF file proposal shall conform to the naming convention as follows: “RFP number_Your company name” Example: “RFP123456_Good Guy Consulting”

C. Once your email is received by the City you will receive back an email acknowledgement notification confirming receipt of your email. All proposals shall be submitted to: [email protected] Proposals must be received no later than 3:00 p.m. on Tuesday, Ju n e 2, 2015. All proposals received after that time will be returned to the Proposer deemed as disqualified. 2.

Pre-Bid Conference Information: A pre-Bid Conference is not scheduled. Or A pre-Bid Conference is scheduled . The Conference shall begin promptly at and shall be held at . The Conference is not mandatory. All prospective bidders are strongly encouraged to attend. Or A mandatory pre-Bid Conference is scheduled for Wednesday May 20, 2015. The Conference shall nd begin promptly at 9:00, and we will meet at Municipal Service Center in the 2 floor lunch room of Building B at 3201 East Bayshore Road Palo Alto, CA 94303. All prospective Bidders must attend. Bids submitted by Bidders who fail to attend a mandatory pre-Bid Conference will be deemed not responsive.

3.

Contract Documents: Contract Documents are available from the City of Palo Alto, Purchasing and Contract Administration, Mezzanine, Civic Center, 250 Hamilton Avenue, Palo Alto, 94301, (650) 329.2271

4.

ADA Information Persons with Disabilities who require auxiliary aids or other services in using City facilities, services or programs; or who require this document be provided in other accessible formats; or who would like information on City's compliance with Americans with Disabilities Act (ADA) of 1990 should contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (Voice) or by email at [email protected].

5.

Project Schedule The time for completion is indicated in Section 6 of the Construction Contract. It is anticipated that Work on the Project will be required to commence on or about June 29, 2015. Nothing in this provision is intended to bind the City to require commencement of the Work by the preceding time.

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6.

Contractor’s License Type The prime contractor for this work shall possess a valid State of California Contractor’s License in the following category: Class: Lic.#C-10 / Description: Electrical Contractor Class: Lic.#C-7 / Description: Low Voltage Systems Contractor

7.

Posting of Bid Security For all bids greater than $25,000, Bidders shall submit a Bid security in the amount of not less than Ten percent (10%) of the aggregate amount of the Bid including all Bid Alternates. Bid security shall be submitted with the bid and shall be in the form of a certified check, cashier's check or surety bond in substantially the same form as specified in this IFB.

8.

Retention Percentage The percentage of retention that will be withheld on this Project shall be five percent (5%).

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Invitation for Bid (IFB) Package PART 1 - SUMMARY

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INSTRUCTIONS TO BIDDERS The below Instructions to Bidders includes requirements for submitting a Bid for this Project. 1.0

SOLICITATION OF BIDS. 1.1 Submittal. No Bid shall be sent by email or facsimile transmission, and any Bid so submitted shall be deemed not received by the City. Any Bid which is attempted to be delivered or which is received after the stated time shall be deemed non-responsive and rejected. The Bidder shall have the sole and exclusive responsibility for ensuring that a Bid is received by the time stated herein. Any Bid that is incomplete, unclear, or that fails to fully comply with the applicable requirements set forth herein, including, but not limited to, use of the forms provided by the City, may be rejected as nonresponsive. 1.2 Responsibility of Bidder. A Bid shall be submitted at the sole cost and expense of the Bidder and, in submitting such Bid to the City, the Bidder waives any claim or demand against the City which the Bidder may have for any direct or indirect cost or expense of preparing and submitting such Bid. 1.3 Bid Security. For all bids in excess of $25,000, Bid security in the amount of not less than ten percent (10%) of the aggregate amount of the Bid is required. Bid security shall be submitted with the Bid and shall be in the form of a certified check, cashier's check or surety bond substantially in the form attached to this IFB. The Bid Security of Bidders who do not qualify as the lowest responsible bidder shall be returned to such Bidders no later than sixty (60) days from the date of award of contract unless extended by written agreement. 1.4

Bid Submittals. .1 Bids: Bids must be submitted in writing on the attached Bid Form. Unless otherwise stated, one (1) original copy of the Bid Form, either typewritten or hand-printed in black or blue ink only, completed in full without interlineations, alterations or erasures, and signed, is to be submitted. In addition, Bidder shall submit original executed copies of the Bidder’s Questionnaire (if required), Subcontractor Listing, Bid Security, non-collusion affidavit, and all other documents required herein. .2 Bidder’s Questionnaire: Each Bid must be accompanied by a completed, executed Bidder’s Questionnaire using the form provided in these Contract Documents. Submission of a Bidder’s Questionnaire containing false or incomplete information may be grounds for rejections of the Bid as non-responsive and/or disqualification of the Bidder as not responsible.

1.5 Bid Signature. The signature of the person, whether in a personal or representative capacity, who executes the Bid Form and any other document which the City requires to be signed only in black or blue ink and shall be in longhand. If the person does business under his or her own name, that person shall sign his or her own name. If the person does business under a fictitious business name, that person shall sign his or her own name under the fictitious business name, e.g., "Jane Doe dba Jane Doe Associates". If the person signs for and on behalf of a partnership, the person shall sign and indicate his or her authority to sign, e.g., "XYZ Partners, Jane Doe, Partner". 1.6 Alternate Bids. No alternate Bid shall be accepted or considered by the City, unless the City solicits an alternate Bid.

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1.7 Add Alternates. All solicited alternate Bids shall be bid, whether additive or deductive. If the Bidder proposes no change in the base Bid, then the Bidder shall state "NO CHANGE" in the space provided. 1.8 Withdrawal of Bid. A Bidder may withdraw its Bid upon written request and delivered in person or by hand delivery, email, private express delivery service, or via U.S. Postal Service or by facsimile transmission to the Purchasing Manager at any time before the deadline for the receipt of Bids as specified in the IFB Summary. No Bidder may withdraw its Bid after the date set for the opening of Bids or until the City returns the Bid Security, subject to applicable California Law and Palo Alto Municipal Code Section 2.30.460(c). 1.9 Request(s) for Clarification. Any Bidder may submit to the Project Manager a written request for the clarification of any aspect of the Project Specifications or any document, or part thereof, which is a part of the IFB. Such written request shall be submitted in person, by e-mail, private express delivery service, U.S. Postal Service, and shall be submitted not less than seven (7) Business Days prior to the date for the opening of the Bids. The City shall respond in writing with a copy to all bidders of record at least three (3) Business Days prior to the opening of Bids. 1.10 Interest in More Than One Bid. Unless the City provides otherwise, no person shall be permitted to submit or be interested in more than one Bid for the same public works project. A person may submit a price to more than one Bidder as a subcontractor or materials supplier without violating this prohibition. 2.0

Addenda The City reserves the right to issue a written Addendum or Addenda to the documents prior to the bid closing date and time. City will not be liable for loss, or damage to any Bidder who does not receive any addendum issued by City in connection with this IFB, and any Bidder by submitting a Bid waives any and all claims and demands Bidder may have against city on account of the failure of delivery of any such Addendum to Bidder. Any and all Addenda issued by City shall be deemed included in this IFB, and the provisions and instructions therein contained shall be incorporated into any Bid submitted by Bidder.

3.0

Specifications: The Plans, specifications and scope of work have been prepared to describe the standard of quality, performance, and other characteristics needed to meet City requirements. In accordance with Public Contract Code Section 3400, unless otherwise specified, the City will accept alternate proposals of a designated material, product, thing, service, "or equal", and will determine if such alternate proposals are satisfactory in meeting a mandatory requirement or specification and if the proposed alternate meets the intent of the original mandatory requirement. The City reserves the right in its sole discretion to reject any alternate proposals that do not meet the specifications.

Pursuant to Public Contract Code Section 3400(c), the City has found that the following specific brands are required for the following particular material(s), product(s), thing(s), or service(s), and no substitutions will be considered or accepted: Item: Required brand: _______________________ _________________________ _______________________ _________________________ _______________________ _________________________ 4.0

PREVAILING WAGE INFORMATION. 4.1

Prevailing Wages.

This Project is not subject to prevailing wages. The Contractor is not required to pay prevailing wages in the performance and implementation of the Project, because the City, pursuant to its authority as a

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chartered city, has adopted Resolution No. 5981 exempting the City from prevailing wages. The City invokes the exemption from the state prevailing wage requirement for this Project and declares that the Project is funded one hundred percent (100%) by the City of Palo Alto. This Project remains subject to all other applicable provisions of the California Labor Code and regulations promulgated thereunder. Or The Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council 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 Director of the Department of Industrial Relations. Copies of these rates may be obtained at the Purchasing Office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or Subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1775, 1776, 1777.5, 1810, and 1813 of the Labor Code. 5.0

PRE-BID CONFERENCE. 5.1 Attendance. The Invitation for Bid informs the Bidders whether a pre-bid conference will be held and whether attendance is mandatory. A BID SUBMITTED BY A BIDDER WHO FAILS TO ATTEND A MANDATORY PRE-BID CONFERENCE WILL BE DEEMED NON-RESPONSIVE AND WILL BE RETURNED TO THE BIDDER.

6.0

OPENING OF BIDS. 6.1 Attendance. All Bidders are permitted to attend the opening of Bids, however, a Bidder's absence shall not be cause for the rejection or disqualification of the Bidder's Bid. The City reserves the right to change the originally scheduled Bid date and time to a later date and time by issuing an Addendum to that effect. Any and all Bids received by the City on or before the deadline shall be opened and read in public on the date scheduled for the opening of Bids at the Council Conference Room, Palo Alto Civic Center, First Floor, 250 Hamilton Avenue, Palo Alto, CA. 6.2 Announcements. The public reading of Bids received by the City shall include the announcement of the name of each Bidder and the total amount of each Bidder's Bid, and any other information as the City may deem appropriate. The City may note any Bid irregularity at the time of announcement.

7.0

DETERMINATION OF LOWEST RESPONSIBLE BIDDER. 7.1 Criteria for Determination. Subject to the conditions of this IFB, the City will award the contract, if an award is made, to the lowest responsive and responsible Bidder. In determining whether the Bidder is responsible, the City will use the criteria set forth in Palo Alto Municipal Code Section 2.30.440, as set forth below: (1) The bidder must have the ability, capacity, experience and skill to perform the work, or provide the goods and/or services in accordance with the bid specifications; (2)

The bidder must have the ability to perform the contract within the time specified;

(3) The bidder must have the equipment, facilities and resources of such capacity and location to enable the bidder to perform the contract;

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(4) The bidder must have the ability to provide, as required, future maintenance, repair, parts and service for the use of goods purchased; (5) The bidder must have a record of satisfactory or better performance under prior contracts with the city or others; and (6) The bidder must have complied with applicable laws, regulations, policies (including city council policies), guidelines and orders governing prior or existing contracts performed by the bidder. The City will afford a bidder determined not to be responsible an opportunity to appeal the determination in accordance with the Protest Procedure in the City of Palo Alto Purchasing Manual and the requirements of state law. 7.2

Determination of Lowest Bid.

If additive or deductive Alternates are included in the Bid, pursuant to Public Contract Code Section 20103.8, the following method will be used to determine the lowest Bid: The lowest Bid shall be the lowest total of the Base Bid and those Alternates specifically identify in this IFB as being used for the purpose of determining the Bid price. For purposes of this section, the Bid alternatives used for determining the Bid price are Alternates # _______________. The lowest bid shall be the lowest Base Bid without consideration of the prices on the Additive and Deductive Alternate items. The lowest bid shall be the lowest total of the Base Bid and those Alternates that when taken in order from a specifically identified list of those items in the IFB, and added to or subtracted from the Base Bid are less than or equal to the funding amount publicly disclosed by the City before the Bid opening. The lowest Bid shall be determined in a manner that prevents any information that would identify any Bidder or proposed Subcontractor or supplier from being revealed to the City before the ranking of all Bidders from lowest to highest has been determined, as follows:

Regardless of the method for determining the lowest price, the City can add to or deduct from the contract any of the additive or deductive items after the lowest Bid has been determined. 7.3 Waiver of Minor Irregularities. The City may exercise its discretion to waive minor irregularities, defects or informalities in the Bids, so long as the waiver would not affect the amount of the Bid or give the Bidder an advantage over others. 7.4 Bid Discrepancies. In the case of a discrepancy between a written amount and the corresponding figures, the written amount shall govern. In the case of a discrepancy between an item price and the corresponding unit price multiplied by the corresponding estimated quantity, the unit price multiplied by the estimated quantity shall govern. In the case of discrepancy between the actual arithmetic total of all items and the total stated by the Bidder, the actual arithmetic total shall govern. 7.5 Bid Protest Process. Any bid protests shall be governed by the Protest Procedure in the City of Palo Alto Purchasing Manual on file in the Purchasing Division.

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8.0

AWARD OF CONTRACT AND REJECTION OF BIDS. 8.1 Decision to Award. A Contract may be awarded to the Bidder who is determined to be the lowest responsible Bidder, provided, however, as a condition precedent to the obligation of the City to perform under the Contract, the lowest responsible Bidder shall furnish the necessary Bid Security, proof of valid contractor’s license, such additional information as may be required by these documents or requested by the City's representatives. The City reserves the right to award more than one Contract with respect to the Project. For purposes of this section, the City’s decision to award shall be deemed made on the date the City’s sends the Notice of Award. 8.2 Decision to Reject. The City reserves the unfettered right to reject all Bids for any reason or for no reason, to re-advertise a Bid, or to cancel a Bid listing and elect to perform the Project and Work with its own forces. The City reserves the right to reject as non-responsive any Bid which is incomplete, modified, unsigned, or illegible or which is not otherwise submitted in accordance with the requirements of this Invitation for Bids. 8.3 Execution of Contract. If the lowest responsible Bidder fails to deliver fully executed copies of the Contract(s) and to submit all required documentation, including, without limitation, all bonds and evidence of insurance within ten (10) business days of the date of issuance of the Notice of Award, the City may award the Contract to the next lowest responsible Bidder, if any, in accordance with all applicable laws. Subject to applicable laws, the City shall be entitled to retain the Bid Security Bond of the lowest responsible Bidder in the event that the lowest responsible Bidder fails to timely execute the Contract or submit the required bonds and evidence of insurance as required herein.

9.0

PAYMENT OF RETENTION INTO ESCROW ACCOUNT The Contractor may substitute investment securities for any moneys withheld as retention by the City. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, who will then pay those moneys to the Contractor. Alternatively, the Contractor may request and the City shall pay retention earned directly to the escrow agent at the Contractor's expense. Upon the satisfactory completion of the construction contract, the Contractor shall receive the securities and interest earned on the investments. The escrow agreement shall take the form specified by Public Contract Code Section 22300(e). Licensed persons with whom retention of funds are deposited may act as escrow agents at the sole discretion of the City.

10.0

TIME OF COMPLETION Time is of the essence. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed within the time specified in Section 6 of the Construction Contract.

11.0

CONTRACTOR’S LICENSE REQUIREMENTS Subject to verification of good standing, Bidder shall submit a copy of its current contractor’s license as issued by the State of California under Chapter 9 of Division III of the California Business and Professions Code (Sections 7000 et seq). A copy of the license and any specialty license required as specified in the Summary of Bid shall be attached to a complete copy of the Bidder’s Questionnaire of this IFB.

12.0

PERFORMANCE, PAYMENT (LABOR AND MATERIALS) SURETY BONDS

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Within ten (10) business days of issuance of the Notice of Award, the selected Bidder shall furnish City a Performance Surety Bond, and Payment (Labor and Materials) Surety Bond. Both bonds shall be in the amount of 100% of the Contract Sum, and in accordance with requirements contained in the General Conditions of this IFB. 13.0

LIQUIDATED DAMAGES Liquidated damages may be assessed for Unexcused Delay, as set forth in Section 6.4 of the Construction Contract.

14.0

CERTIFICATION OF NONDISCRIMINATION By submitting a Bid, the Bidder certifies that: they do not and in the performance of this contract they will not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal, State and local laws, regulations, rules, directives and executive orders regarding nondiscrimination in employment.

15.0

SUBCONTRACTOR DISQUALIFICATION Any Subcontractor who is ineligible to perform work on a public works project pursuant to Labor Code Sections 1777.1 or 1777.7 is prohibited from performing work on this Project.

16.0

INSURANCE REQUIREMENTS The Bidder awarded the Contract must, for the term of the Contract obtain and maintain insurance with the coverage specified in Article 11 of the General Conditions, or as modified in the Special Provisions, provided by companies with AM Best’s key rating of A-:VII, or higher, which are licensed or authorized to transact insurance business in the state of California.

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BID FORM City Council/City Manager City of Palo Alto Palo Alto, California

Name of Company______________________________

In response to this Invitation For Bids (IFB), the undersigned, as Bidder, declares that the only persons or parties interested in this Bid as principals are those named herein; that this Bid is made without collusion with any other person, firm or corporation; that the Bidder has carefully examined the location of the proposed work and the plans and specifications herein referred to; and that the Bidder proposes and agrees, if this Bid is accepted, to contract with the City of Palo Alto (City), to provide all necessary materials, equipment, tools, apparatus, and other means of transport services, and to do all the Work and comply with all the specified requirements in this IFB, in the manner herein prescribed and for the prices stated in the following Bid:

MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION

Project Title:

Invitation for Bids (IFB) Number 159094 A: Base Bid:

BID ITEM

APPROX. QTY.

001

1

Provide all labor, equipment material, transportation and applicable taxes, profit, insurance, bonds and other overhead to perform the Work in accordance with the Project Plans and Technical Specifications, herein: UNIT

Lot

DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD)

Install four AMAG card access readers on exterior doors at MSC – C

UNIT PRICE

TOTAL ITEM PRICE

$LS

$

$LS

$

(Total in words:______________________________________ __________________________________________) 002

1

Lot

Demo the existing old security camera system in the MSC yard and Utility Control Center building and server room. Install 40 IP security cameras throughout the MSC yard and Utility Control Center. Install one Network Video Recording Server in the Utility Control Center server room for the new security camera system. Install one new LED flat panel video monitor, minimum 20”, for server. Install the Network Video Management Software on the server and supply the licenses for the 40 cameras. Install client software on 16 clients PCs. PCs are City supplied. (Total in words:______________________________________ __________________________________________)

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BID ITEM

APPROX. QTY.

003

1

UNIT

Lot

DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD)

Provide three years of software upgrades for IPVSSP base application and recorder application. (Recorder application is a per camera cost. Include total for 40 cameras)

UNIT PRICE

TOTAL ITEM PRICE

$LS

$

$

$

(Total in words:______________________________________ __________________________________________) 004

1

Lot

The contractor shall provide a minimum of two (2) four-hour hands-on operator training classes to the City’s designated personnel at the completion of the installation. The contractor shall provide offsite vendor basic video management system training for two (2) City staff. (Total in words:______________________________________ __________________________________________)

Base Bid Total (items 001 through 004)

$

(Total in words:______________________________________________________)

B: Add Alternate Bid:

BID ITEM

APPROX. QTY.

005

1

UNIT

Lot

Provide all labor, equipment material, transportation and applicable taxes, profit, insurance, bonds and other overhead to perform the Work in accordance with the Project Plans and Technical Specifications, herein: DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD)

Supply and install a Network Video Recorder Server that retains 180 days of history instead of 90 days of history. This shall be the cost difference between the 90 days of history and 180 days of history.

UNIT PRICE

$

TOTAL ITEM PRICE

$

(Total in words:______________________________________ __________________________________________)

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BID ITEM

APPROX. QTY.

UNIT

DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD)

UNIT PRICE

TOTAL ITEM PRICE

$

Bid Alternate Total (items 005) (Total in words:______________________________________________________)

Firm:

____________________________________________________________________________

Signature*:

________________________________

Name:

________________________________

*Signature must be the same signature as it will appear on Bidder’s Questionnaire.

D.

Addenda During the Bid process there may be changes to the Contract Documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Bidder who does not receive any addendum issued by City in connection with this IFB. Any Bidder in submitting a Bid is deemed to waive any and all claims and demands Bidder may have against City on account of the failure of delivery of any such addendum to Bidder. Any and all addenda issued by City shall be deemed included in this IFB, and the provisions and instructions therein contained shall be incorporated to any Bid submitted by Bidder. To assure that all Bidders have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Bid: Addendum: #01 #02 #03 #04

Or,

E.

F.

Date Received: _____________ _____________ _____________ _____________

Addendum: #05 #06 #07 #08

Date Received: _____________ _____________ _____________ _____________

□ _____ No Addendum/Addenda Were Received (check and initial). The Bidder represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. Bidder's Representations and Warranties. The Bidder represents and warrants:

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1. That any information submitted by the Bidder prior to the award of Contract, or thereafter, upon request, whether or not submitted under a continuing obligation by the terms of the Contract to do so, is true and correct at the time such information is submitted or made available to the City; 2. That the Bidder has not colluded, conspired, or agreed, directly or indirectly, with any person in regard to the terms and conditions of the Bidder's Bid, except as may be permitted by this Invitation for Bids; 3. That the Bidder has the power and authority to enter into this Contract with the City, that the individual(s) executing this Contract are duly authorized to do so by appropriate resolution (if applicable), and that this Contract shall be executed, delivered and performed pursuant to the power and authority conferred upon the person or persons authorized to bind the Bidder; 4. That the Bidder has not attempted to exert undue influence with the Purchasing Manager or Project Manager or any other person who has directly participated in the decision to award the Contract to the Bidder; 5. That the Bidder has furnished and will furnish true and accurate statements, records, reports, resolutions, certifications, and other written information as may be requested of the Bidder by the City during the term of this Contract; 6. That the Bidder and all its subcontractors performing work on this Project are duly licensed as a contractor with the State of California as required by California Business & Professions Code Section 7028, as amended; 7. That the Bidder has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site; and,

F.

8. That there are no claims or disputes between the Bidder and the City which would materially affect the Bidder's ability to perform under the Contract. Bidder’s Designated Contact Person Name: ______________________________________________________________________ Title:

______________________________________________________________________

Phone: ______________________________________________________________________ Fax:

______________________________________________________________________

Email:

______________________________________________________________________

By submitting a Bid, the Bidder acknowledges that it has received the Instructions to Bidders and agrees to its terms and to the terms of all other Contract Documents. Firm:

____________________________________________________________________________

Signature*:

________________________________

Name:

________________________________

* The signatory represents and warrants that he or she has the legal capacity and authority to bind the Bidder.

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Subcontractor Listing H.

Or,

Reference Section 4100, et seq., of the Public Contract Code: identify the name, and business address, and California contractor license number of each Subcontractor performing work (under this IFB) that has a value in excess of one-half of one percent of the Bidder’s total Bid price, or, in the case of bids or offers for the construction of streets or highways, including bridges, in excess of one-half of 1 percent of the prime contractor's total bid or ten thousand dollars ($10,000), whichever is greater. Also identify the portion of the Work that will be performed by such Subcontractor. After opening of Bids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one Subcontractor for each item of work to be performed with the words ‘and/or’ will not be permitted. Failure to comply with this requirement may render the Bid as non-responsive and may cause its rejection. List all such Subcontractors below, or on additional sheets, as required.

□ _____ Subcontractors will not perform work, provide labor, or render services in or about the work covered by this IFB (check and initial).

NAME/BUSINESS ADDRESS CONTACT/TELEPHONE

CALIFORNIA CONTRACTOR LICENSE NUMBER

PORTION OF WORK

1.

2.

3.

4.

5.

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6.

7.

8.

9.

10.

11.

12.

13.

14.

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15.

16.

17.

18.

19.

20.

21.

22.

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23.

24.

25.

(INCLUDE ADDITIONAL PAGES IF NECESSARY)

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NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID STATE OF COUNTY OF

) ) ss

_______ , being first duly sworn, deposes and says that he or she is ______________________ of , the party making the forgoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or a sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Firm: Authorized Signature*: Name:

(Print or type name) * Signature Must Be Same Signature as Appears on Bid Form.

CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189)

STATE OF

)

COUNTY OF

)

On

, before me,

, a notary public in and for

said County, personally appeared

, who proved to me on the basis of

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal)

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BID BOND CONTRACTOR:

(Insert name, legal status, and complete business address (principal place of business).

SURETY:

(Insert name, legal status, and complete business address (principal place of business).

Surety warrants that it is a duly admitted surety insurer under the laws of the State of California. OWNER:

City of Palo Alto, 250 Hamilton Avenue, Palo Alto, CA 94301

BOND AMOUNT: (Insert the amount of this Bid Bond in numbers and words) $__________________________ ___________________________________________________________________Dollars and ____________ Cents The Bond Amount set forth above shall be the penal sum (“penalty amount”) of TEN PERCENT (10%) of the maximum amount of the Bid Proposal submitted by Contractor to Owner, inclusive of additive and/or alternate bid items, if any, and be paid in lawful money of the United States of America. Contactor has submitted the accompanying Bid Proposal to Owner for the Project described below. The Bid Proposal must be accompanied by Bid Security. PROJECT:

(Insert the name, location or address, and project number (if applicable) of the Project to which this Bid Bond applies.

Contractor has purchased this Bid Bond from Surety as a guarantee to Owner that Contractor will honor its bid and execute all contract documents if awarded the contract by Owner. Contractor and Surety are bound to Owner in the amount set forth above (the Bond Amount). Under the provisions and conditions of this Bid Bond, Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, for the payment of the Bond Amount. The conditions of this Bid Bond are such that if within ten (10) days of issuance of the Notice of Award, or within such time period as may be agreed to by Owner and Contractor, and Contractor either: 1) enters into a contract with Owner in accordance with the terms of its Bid and gives such bond(s) as may be specified the Contract Documents, with a surety admitted in the jurisdiction of the Project and otherwise acceptable to the Owner, for the faithful performance of such Contract and for the prompt payment of labor and materials furnished in the prosecution of the Contract; or 2) fails to do so and pays to Owner the difference, not to exceed the amount of this Bid Bond, between the amount specified in said bid and such larger amount for which Owner may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otherwise this obligation shall remain in full force and effect. Surety herby waives any notice of an agreement between Owner and Contractor to extend the time in which Owner may accept the bid. Waiver of such notice by Surety shall not apply to any time extensions which exceed sixty (60) calendar days after award of contract as specified in the Contract Documents. Owner and Contractor shall obtain Surety‘s consent for any time extension beyond sixty (60) days. For value received, Surety stipulates and agrees that no change, alteration or addition to the terms of the Contract or the Invitation for Bid, the Work to be performed thereunder, the Drawings or the Specifications accompanying the same, or any other portion of the Contract Documents shall in any way affect its obligations under this Bond. Surety hereby waives notice of any such change, alteration or addition to the terms of said Contract, the Invitation for Bid, the Work, the Drawings or the Specifications, or any other portion of the Contract Documents.

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If this Bid Bond is issued in connection with a subcontractor’s bid to Contractor, the term Contractor which is included in this Bid Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. When this Bid Bond has been furnished to comply with statutory or other legal requirement(s) in the location of the Project, any provision in this Bid Bond which conflicts with said statutory or legal requirement shall be deemed deleted from this Bid Bond and the provisions conforming to such statutory or other legal requirement(s) shall be deemed incorporated herein by reference. When so furnished, the intent is that this Bid Bond shall be construed as a statutory bond, and not as a common law bond. In the event that suit or other proceeding is brought upon this Bond by Owner, Surety shall pay to Owner all costs, expenses and fees incurred by Owner in connection such action, including without limitation, attorneys fees. Surety hereby waives the provisions of California Civil Code Section 2845. The Contractor and Surety have executed this Bid Bond on this day _______ of ___________, 20__ by their duly authorized agents or representatives. (Corporate Seal)

_______________________________________ Contractor Name By:_______________________________________ _______________________________________ Typed or Printed Name of Signatory Its _______________________________________ Title of Signatory

(Corporate Seal)

_______________________________________ Surety Name By: _______________________________________ Signature of Attorney-in-Fact for Surety

(Attach Attorney-in-Fact Certificate)

_______________________________________ Typed or Printed Name (

Invitation for Bid (IFB) Package PART 3 – BID FORM AND BIDDER’S DOCUMENTS

)__________________________________ Area Code and Telephone Number of Surety

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CONTRACTOR’S PERFORMANCE SURETY BOND WHEREAS, the City Council of the City of Palo Alto, State of California (“City”) and , (“Principal”) have entered into an agreement dated , and identified as , which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, Principal is required under the terms of said agreement to furnish a surety bond for the faithful performance of said agreement. NOW, THEREFORE, Principal and _______________________________________________, as Surety, incorporated under the Laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, Principal’s heirs, executors, administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants, conditions, and provisions of the abovementioned agreement and any alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and demands incurred under such agreement and shall fully protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, demands, or liabilities which may arise by reason of Principal’s failure to do so, and shall reimburse and repay City all outlay and expenses which City may incur in making good any default, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. As part of the obligations secured hereto, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered. Surety shall be liable for any liquidated damages for which the Principal may be liable under its agreement with the City, and such liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount specified therefore. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this security, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications. Surety hereby waives the provisions of California Civil Code Section 2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party hereto. // // //

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IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Surety above named on _______________, 20_____. _______________

Name of Surety

______

_________

Signature of Surety

By:

Its:

Typed or Printed Name

Title

_________

Name of Contractor/Principal

________

Signature of Contractor/Principal

By:

Phone Number:

Its:

Typed or Printed Name

Title

CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189)

STATE OF

)

COUNTY OF

)

On

, before me,

personally appeared

, a notary public in and for said County, , who proved to me on the basis of satisfactory evidence to

be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal)

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CONTRACTOR’S PAYMENT (LABOR AND MATERIALS) SURETY BOND WHEREAS, the City Council of the City of Palo Alto, State of California (“City”) and , (“Principal”), have entered into an agreement dated , and identified as (“Agreement”), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Titles 1 and 3 (commencing with Section 8000) of Part 6 of Division 4 of the Civil Code of the State of California. NOW, THEREFORE, Principal and ________________________________________________, as Surety, incorporated under the laws of the State of _______________________________, and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), this amount being not less than one hundred percent of the total amount payable by the terms of the Agreement per Civil Code section 9554, for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

The condition of this obligation is such that if Principal, Principal’s subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 9100 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the above-mentioned agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney’s fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 9100 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the agreement of the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or modification to the terms of the agreement or to the work performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849.

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IN WITNESS WHEREOF, this instrument has been duly executed by the Surety and Principal above named on ______________, 20___. __

Name of Surety

Phone Number:

______________

__

Signature of Surety

By:

Its:

Typed or Printed Name

Title

__

Name of Contractor/Principal

Signature of Contractor/Principal

By:

Its:

Typed or Printed Name

Title

CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189)

STATE OF

)

COUNTY OF

)

On

, before me,

personally appeared

, a notary public in and for said County, , who proved to me on the basis of satisfactory evidence to

be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal)

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BIDDER’S QUESTIONNAIRE PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE “NOT APPLICABLE”, IF APPROPRIATE NAME OF BIDDER (COMPANY)

ADDRESS

Website: Phone Number:

Fax Number: Email:

A.

Bidder is a:

□ □

California Corporation Corporation organized under the laws of the State of ____________________________. with head offices located at _________________________________________. and offices in California at __________________________________________.



___________________________________________. Limited Liability Company List names of general partners; state which partner or partners are managing partner(s)

□ □ □

______________________________________________________________________. Sole Proprietorship Partnership Limited Liability Partnership List names of general partners; state which partner or partners are managing partner(s)

□ B.

______________________________________________________________________. Other (attach Addendum with explanatory details)

How many years have you (or your company) done business under the name listed above? ________

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C.

How many years of experience similar to work or services covered in this IFB? ______________

D.

Have you (or your company) previously worked for the City of Palo Alto? list above, or if necessary, provide information on additional sheets).

E.

If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Bidder which are available for use in connection with the proposed work as may be required herein.

QUANTITY

NAME/TYPE/MODEL, CAPACITY, ETC.

□Yes, or □No (if “Yes”,

CONDITION

LOCATION

(INCLUDE ADDITIONAL PAGES IF NECESSARY)

F.

Provide a list of the Bidder’s management staff who will manage the proposed work or services. NAME

FIELD OF EXPERTISE/CAPABILITIES/EXPERIENCE

(INCLUDE ADDITIONAL PAGES IF NECESSARY)

G. California Contractor’s Licenses Number:___________________________________________________ Classification: _________________________________________________________________ Expiration Date: _______________________ Number:___________________________________________________ Classification: _________________________________________________________________ Expiration Date: _______________________

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H.

The undersigned certifies under penalty of perjury under the laws of the State of California that all of the answers to the above questions are true and correct.

Firm:

____________________________________________________________________________

Signature*:

_____________________________________

Name:

_____________________________________

* The signatory represents and warrants that is has the legal capacity and authority to bind the party submitting the Bid.

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CONSTRUCTION CONTRACT SAMPLE Contract No. XXXXXX

City of Palo Alto ________________________ Project

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CONSTRUCTION CONTRACT TABLE OF CONTENTS

SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS………………………………………………………. 33 1.1

Recitals……………………………………………………………………………………………………………………………………………. 33

1.2

Definitions……………………………………………………………………………………………………………………………………… 33

SECTION 2 THE PROJECT……………………………………………………………………………………………………………… 33 SECTION 3 THE CONTRACT DOCUMENTS……………………………………………………………………………………. 34 3.1

List of Documents…………………………………………………………………………………………………………...

34

3.2

Order of Precedence……………………………………………………………………………………………………….

34

SECTION 4 CONTRACTOR’S DUTY……………………………………………………………………………………………….. 35 SECTION 5 PROJECT TEAM………………………………………………………………………………………………………….. 35 SECTION 6 TIME OF COMPLETION………………………………………………………………………………………………………………. 35 6.1

Time Is of Essence…………………………………………………………………………………………………………………………. 35

6.2

Commencement of Work………………………………………………………………………………………………………………

6.3

Contract Time. ……………………………………………………………………………………………………………………………… 35

6.4

Liquidated Damages……………………………………………………………………………………………………………………….. 36

35

6.4.1 Other Remedies………………………………………………………………......................................................... 36 6.5

Adjustments to Contract Time………………………………………………………………………………………………………… 36

SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………................................... 36 7.1

Contract Sum………………………………………………………………………………………………………………………………….. 36

7.2

Full Compensation………………………………………………………………………………………………………….................. 36

SECTION 8 STANDARD OF CARE…………………………………………………………………………………………………… 37 SECTION 9 INDEMNIFICATION………………………………………………………………………………………………….... 37 9.1

Hold Harmless……………………………………………………………………………………………………………………………….. 37

9.2

Survival………………………………………………………………………………………………………………………………………….… 37

SECTION 10 NONDISCRIMINATION……………………………………………………………………………………………… 37 SECTION 11 INSURANCE AND BONDS………………………………………………………………………………………….. 37 SECTION 12 PROHIBITION AGAINST TRANSFERS………………………………………………………………………….. 38 SECTION 13 NOTICES

13.1

………………………………………………………………………………………………………………………………. 38

Method of Notice………..…………………………………………………………………………………………………

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13.2

Notice Recipents……………………………………………………………………………………………………………… 38

13.3

Change of Address…………………………………………………………………………………………………………………………. 39

SECTION 14 DEFAULT…………………………………………………………………………………………………………………… 39 14.1

Notice of Default…………………………………………………………………………………………………………………………….. 39

14.2

Opportunity to Cure Default………………………………………………………………………………………………………….. 39

SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………………. 39 15.1

Remedies Upon Default…………………………………………………………………………………………………………………. 39

15.1.1 Delete Certain Services ……………………………………………………………………………………….... 40 15.1.2 Perform and Withhold…………………………………………………………………………………………. 40 15.1.3 Suspend The Construction Contract…………………………………………………………………….. 40 15.1.4 Terminate the Construction Contract for Default………………………………………………..

40

15.1.5 Invoke the Performance Bond……………………………………………………………………………..

40

15.1.6 Additional Provisions…………………………………………………………………………………………...

40

15.2

Delays by Sureties…………………………………………………………………………………………………………………………… 40

15.3

Damages to City………………………………………………………………………………………………………………………………. 41

15.4

15.3.1 For Contractor's Default……………………………………………………………………………………...

41

15.3.2 Compensation for Losses…………………………………………………………………………………....

41

Suspension by City………………………………………………………………………………………………………………………….. 41

15.4.1 Suspension for Convenience ………………………………………………………………………………….41 15.4.2 Suspension for Cause………………………………………………………………………………………………41 15.5

Termination Without Cause…………………………………………………………………………………………….................. 42

15.5.1 Compensation……………………………………………………………………………………………………... 42 15.5.2 Subcontractors…………………………………………………………………………………………………….. 42 15.6

Contractor’s Duties Upon Termination………………………………………………………………………………………….. 42

SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES………………………………………………………………….. 43 16.1

16.2

Contractor’s Remedies……………………………………………………………………………………………………………………. 43

16.1.1 For Work Stoppage……………………………………………………………………………………………..

43

16.1.2 For City's Non-Payment……………………………………………………….................................

43

Damages to Contractor…………………………………………………………………………………………………………………… 43

SECTION 17 ACCOUNTING RECORDS…………………………………………………………………………………………… 43 17.1

Financial Management and City Access…………………………………………………………………………………………. 43

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17.2

Compliance with City Requests…………………………………………………………………………………………

44

SECTION 18 INDEPENDENT PARTIES…………………………………………………………………………………………….. 44 SECTION 19 NUISANCE………………………………………………………………………………………………………………… 44 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………………… 44 SECTION 21 WAIVER……………………………………………………………………………………………………………………. 44 SECTION 22 GOVERNING LAW AND VENUE………………………………………………………………………………..

45

SECTION 23 COMPLETE AGREEMENT…………………………………………………………………………………………. 45 SECTION 24 SURVIVAL OF CONTRACT………………………………………………………………………………………… 45 SECTION 25 PREVAILING WAGES………………………………………………………………………………………………… 45 SECTION 26 NON APPROPRIATION…………………………………………………………………………………………….. 45 SECTION 27 AUTHORITY…………………………………………………………………………………………………………….. 46 SECTION 28 COUNTERPARTS………………………………………………………………………………………………………. 46 SECTION 29 SEVERABILITY…………………………………………………………………………………………………………… 46 SECTION 30 STATUTORY AND REGULATORY REFERENCES ...........................................................

46

SECTION 31 WORKERS' COMPENSATION CERTIFICATION ............................................................

46

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CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and ___________________________________________("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a duly organized and in good standing in the State of , Contractor’s License Number . Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On , City issued an Invitation for Bids (IFB) to contractors for the response to the IFB, Contractor submitted a Bid.

(“Project”). In

D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1

INCORPORATION OF RECITALS AND DEFINITIONS.

1.1

Recitals. All of the recitals are incorporated herein by reference.

1.2

Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail.

SECTION 2

THE PROJECT.

The Project is the MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION Project, located at 3201 E. Bayshore Road, Palo Alto, CA. 94303 ("Project").

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SECTION 3

THE CONTRACT DOCUMENTS.

3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Affidavit 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and PreQualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2

Order of Precedence.

For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City

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shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. SECTION 4

CONTRACTOR’S DUTY.

Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5

PROJECT TEAM.

In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6

TIME OF COMPLETION.

6.1

Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents.

6.2

Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed.

6.3

Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than. within 60 calendar days () after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion.

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6.4

Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time.

6.5

Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents.

SECTION 7 7.1

COMPENSATION TO CONTRACTOR.

Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Dollars ($ ). [This amount includes the Base Bid and Additive Alternates .]

7.2

Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents.

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SECTION 8

STANDARD OF CARE.

Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. SECTION 9 9.1

INDEMNIFICATION.

Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract.

9.2

Survival. The provisions of Section 9 shall survive the termination of this Construction Contract.

SECTION 10

NONDISCRIMINATION.

As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11

INSURANCE AND BONDS.

Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions.

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SECTION 12

PROHIBITION AGAINST TRANSFERS.

City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13

NOTICES.

13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2

Notice Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City:

City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303

Copy to:

City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: AND [Include Construction Manager, If Applicable.] City of Palo Alto Utilities Engineering 250 Hamilton Avenue

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Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to Contractor shall be addressed to:

13.3

Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided.

SECTION 14

DEFAULT.

14.1

Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety.

14.2

Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice.

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SECTION 15

CITY'S RIGHTS AND REMEDIES.

15.1

Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following:

15.1.1

Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto.

15.1.2

Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto.

15.1.3

Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work.

15.1.4

Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein.

15.1.5

Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond.

15.1.6

Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City.

15.2

Delays by Sureties.

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Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3

Damages to City.

15.3.1

For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents.

15.3.2

Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City.

15.4

Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents.

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15.5

Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor.

15.5.1

Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2

For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination.

.3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2

Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section.

15.6

Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of

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the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16

CONTRACTOR'S RIGHTS AND REMEDIES.

16.1

Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following:

16.1.1

For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience.

16.1.2

For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract.

16.2

Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind.

SECTION 17 17.1

ACCOUNTING RECORDS.

Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase

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orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. 17.2

Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony.

SECTION 18

INDEPENDENT PARTIES.

Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19

NUISANCE.

Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20

PERMITS AND LICENSES.

Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21

WAIVER.

A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. SECTION 22

GOVERNING LAW AND VENUE.

This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place.

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SECTION 23

COMPLETE AGREEMENT.

This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24

SURVIVAL OF CONTRACT.

The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25

PREVAILING WAGES.

This Project is not subject to prevailing wages. The Contractor is not required to pay prevailing wages in the performance and implementation of the Project, because the City, pursuant to its authority as a chartered city, has adopted Resolution No. 5981 exempting the City from prevailing wages. The City invokes the exemption from the state prevailing wage requirement for this Project and declares that the Project is funded one hundred percent (100%) by the City of Palo Alto. This Project remains subject to all other applicable provisions of the California Labor Code and regulations promulgated thereunder. Or The Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council 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 Director of the Department of Industrial Relations. Copies of these rates may be obtained at the Purchasing Office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1775, 1776, 1777.5, 1810, and 1813 of the Labor Code. SECTION 26

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. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27

AUTHORITY.

The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

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SECTION 28

COUNTERPARTS

This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29

SEVERABILITY.

In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30

STATUTORY AND REGULATORY REFERENCES.

With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31

WORKERS’ COMPENSATION CERTIFICATION.

Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

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IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written.

CITY OF PALO ALTO

CONTRACTOR

____________________________ Purchasing Manager City Manager

By:___________________________

APPROVED AS TO FORM:

Title:__________________________

____________________________ Senior Asst. City Attorney

Date: _________________________

Name:________________________

APPROVED: ____________________________ Public Works Director

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CITY OF PALO ALTO GENERAL CONDITIONS

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GENERAL CONDITIONS TABLE OF CONTENTS ARTICLE 1 – PRELIMINARY PROVISIONS

59

1.1

DEFINITIONS .................................................................................................................................... 59

1.2

OWNERSHIP AND USE OF DOCUMENTS ......................................................................................... 64

1.4

INTERPRETATION OF CONTRACT DOCUMENTS .............................................................................. 65

ARTICLE 2 – CITY’S RIGHTS AND OBLIGATIONS

66

2.1

INFORMATION AND SERVICES PROVIDED BY CITY.......................................................................... 66

2.2

ACCESS TO PROJECT SITE ................................................................................................................ 67

2.3

CITY'S RIGHT TO STOP THE WORK .................................................................................................. 67

2.4

CITY’S RIGHT TO CARRY OUT THE WORK ........................................................................................ 67

2.5

ACCESS TO MUNICIPAL SERVICES CENTER ...................................................................................... 67

2.4

EMERGENCY TERMINATION OF CONTRACT.................................................................................... 67

ARTICLE 3 – CONTRACTOR’S RIGHTS AND OBLIGATIONS

68

3.1

REVIEW OF THE SITE, CONTRACT DOCUMENTS AND FIELD CONDITIONS ...................................... 68

3.2

SUPERVISION AND CONSTRUCTION PROCEDURES ......................................................................... 69

3.3

RESPONSIBILITY FOR THE WORK ..................................................................................................... 70

3.4

LABOR, WORKMANSHIP, MATERIALS AND MANUFACTURED ITEMS ............................................. 70

3.5

CONTRACTOR'S WARRANTY............................................................................................................ 70

3.6

CONSTRUCTION METHODS AND PROCEDURES .............................................................................. 71

3.7

TAXES .......................................................................................................................................... …..71

3.8

LEGAL REQUIREMENTS.................................................................................................................... 71

3.9

PROJECT STAFF ................................................................................................................................ 72

3.10

SCHEDULES REQUIRED OF CONTRACTOR ....................................................................................... 72

3.11

DOCUMENTS AND SAMPLES AT PROJECT SITE ............................................................................... 74

3.12

SUBMITTALS .................................................................................................................................... 74

3.13

TRADE NAMES, SUBSTITUTIONS ..................................................................................................... 76

3.14

DAILY REPORTS BY CONTRACTOR ................................................................................................... 77

3.15

CUTTING AND PATCHING ................................................................................................................ 77

3.16

ACCESS TO THE WORK .................................................................................................................... 78

3.17

ROYALTIES AND PATENTS................................................................................................................ 78

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3.18

PERMITS AND LICENSES .................................................................................................................. 78

3.19

DIFFERING SITE CONDITIONS .......................................................................................................... 78

3.20

INSPECTIONS ................................................................................................................................... 79

3.21

STOP NOTICES ................................................................................................................................ 80

3.22

PARKING .......................................................................................................................................... 80

3.23

USE OF THE PROJECT SITE AND CLEAN UP ...................................................................................... 80

3.24

ENVIRONMENTAL CONTROLS ......................................................................................................... 81

3.25

TEMPORARY WATER, LIGHT AND POWER ...................................................................................... 67

3.26

CITY TRUCK ROUTE ORDINANCE ..................................................................................................... 87

3.27

UNFAIR BUSINESS PRACTICE CLAIMS .............................................................................................. 87

3.28

EXISTING UTILITIES .......................................................................................................................... 87

3.28 RESOLUTION OF CONTRACT DISPUTES………………………………………………………………………………………....87 ARTICLE 4 – ADMINISTRATION OF THE CONTRACT……………………………………………………………………………………………88 4.1

CONTRACT ADMINISTRATION BY CITY, DESIGN CONSULTANT AND CONSTRUCTION MANAGER ………………………………………………….......................................................88

4.2

CLAIMS…………………………………………………………………………………………………………………………………………89

ARTICLE 5 – SUBCONTRACTORS……………………………………………………………………………………………………………………… 96 5.1

CONTRACTOR'S AWARD OF SUBCONTRACTS ................................................................................... 96

5.2

SUBCONTRACTOR RELATIONS .......................................................................................................... 96

5.3

CONTINGENT ASSIGNMENT OF SUBCONTRACTS ............................................................................. 98

ARTICLE 6 – CONSTRUCTION BY CITY OR BY SEPARATE CONTRACTORS…………………………………………………………...98 6.1

CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS …………………………………………………………………………........................................................ 98

6.2

MUTUAL RESPONSIBILITY ................................................................................................................. 98

6.3

CITY’S RIGHT TO CLEAN UP ............................................................................................................... 99

ARTICLE 7 – CHANGES……………………………………………………………………………………………………………………………………….99 7.1

CHANGES........................................................................................................................................... 99

7.2

CHANGE ORDERS AND CHANGE ORDER REQUESTS ....................................................................... 101

7.3

FIELD ORDERS ................................................................................................................................. 105

7.4

DISPUTES REGARDING CHANGES .................................................................................................. 106

ARTICLE 8 – CONTRACT TIME ………………………………………………………………………………………………………………………… 106 8.1

COMMENCEMENT OF THE WORK ................................................................................................. 106

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8.2

PROGRESS AND COMPLETION ...................................................................................................... 106

8.3

CONSTRUCTION HOURS ................................................................................................................ 107

8.4

HOLIDAYS ...................................................................................................................................... 107

8.5

DELAY ............................................................................................................................................ 108

ARTICLE 9 – PAYMENTS AND COMPLETION…………………………………………………………………………………………………. 110 9.1

SCHEDULE OF VALUES ................................................................................................................... 110

9.2

PROGRESS PAYMENT .................................................................................................................... 110

9.3

APPLICATION FOR PAYMENT ........................................................................................................ 111

9.4

CERTIFICATE FOR PAYMENT .......................................................................................................... 112

9.5

DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RENTENTION INTO ESCROW ………..………………………………………………………………………………………………………………………………..113 9.6

BENEFICIAL OCCUPANCY ............................................................................................................... 114

9.7

SUBSTANTIAL COMPLETION.......................................................................................................... 115

9.8

FINAL COMPLETION AND FINAL RETENTION ................................................................................ 115

ARTICLE 10 – PROTECTION OF PERSONS AND PROPERTY……………………………………………………………………………….117 10.1

SAFETY PRECAUTIONS AND PROGRAMS....................................................................................... 117

10.2

SAFETY OF PERSONS AND PROPERTY............................................................................................ 117

10.3

EMERGENCIES ............................................................................................................................... 119

ARTICLE 11 – INSURANCE AND BONDS ……………………………………………………………………………………………………. 1199 11.1

CONTRACTOR'S INSURANCE ......................................................................................................... 119

11.2

BOND REQUIREMENTS .................................................................................................................. 121

ARTICLE 12 – DEFECTIVE WORK……………………………………………………………………………………………………………….

122

12.1

UNCOVERING OF WORK................................................................................................................ 122

12.2

CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD .................................. 122

12.3

ACCEPTANCE OF DEFECTIVE WORK .............................................................................................. 124

ARTICLE 13 – STATUTORY REQUIREMENT……………………………………………………………………………………………….

124

13.1

STATE LABOR LAW ........................................................................................................................ 124

13.2

WORKDAY………………………………………………………………………………………………………………………………….125

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ARTICLE 1 – PRELIMINARY PROVISIONS 1.1

DEFINITIONS

Terms appearing in the Contract Documents with initial capitalization shall have the meanings set forth below: 1.1.1 ACCEPTANCE: The point after Final Completion when Contractor has fully performed all of the requirements of the Contract Documents and the Work is accepted by City in writing. 1.1.2 ADDENDA, ADDENDUM: Written or graphic information (including, without limitation, Drawings or Special Provisions and Technical Specifications) prepared and issued by City Engineer prior to the deadline for submission of Bids, which modify or interpret the Contract Documents by additions, deletions, clarifications or corrections 1.1.3 ALLOWABLE COSTS: Actual and direct costs for performing Extra Work, including labor, materials, supplies, and equipment, as further specified herein, in Article 7 – Changes. 1.1.4 ALLOWANCE: An amount included in the Bid for Work that may or may not be included in the Project, or for portions of Work where the amount or scope of the Work cannot be ascertained at the time of Bid submissions. 1.1.4 ALTERNATE(S): Those portions of the Bid setting forth the price(s) for optional or alternative items of Work not covered by the Base Bid. 1.1.5 APPLICABLE CODE REQUIREMENTS: All applicable federal, state and municipal laws, statutes, building codes, ordinances and regulations of governmental authorities having jurisdiction over the Project, Work, Site, Contractor or City. 1.1.6 APPLICATION FOR PAYMENT: An itemized application for payment prepared and submitted by Contractor for review and approval by City, which is prepared, submitted and accompanied by supporting documentation in accordance with the requirements of the Contract Documents. 1.1.7 APPROVE, APPROVED or APPROVAL: Whether capitalized or not capitalized, shall mean, unless otherwise stated, either an express approval contained in a written statement signed by the approving authorized individual or deemed approved in accordance with the terms, conditions and procedures set forth in the Contract Documents. All such approvals by or on behalf of City (including, without limitation, approvals by Construction Manager) may be granted or withheld in the sole discretion of City. 1.1.8 AS-BUILT DOCUMENTS: The Contract Documents showing the condition of the Work as actually built, including, without limitation, the locations of mechanical, electrical, plumbing, HVAC or similar portions of the Work that are shown diagrammatically in the Contract Documents approved by City. These documents are maintained by Contractor on the Site and delivered, along with an electronic version of the set, to City upon Final Completion. 1.1.9

BASE BID: The sum stated in the Bid to perform the Work, exclusive of any Alternate(s).

1.1.10 BENEFICIAL OCCUPANCY: City's right, at its option and convenience, to occupy or otherwise make use of all or any part of the Work prior to either Substantial Completion, Final Completion, or Acceptance.

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1.1.11 BID: A written bid proposal submitted to City for the Project in response to City’s Invitation for Bids. 1.1.12

BIDDER: An individual or entity that submits a Bid.

1.1.13 CERTIFICATE FOR PAYMENT: The form for approval by the Construction Manager of Contractor's Application for Payment. 1.1.14 CHANGE: Additions, deletions, or other modifications to the Work, which may or may not involve Extra Work and which may or may not involve an adjustment (increase or decrease) to the Contract Sum or the Contract Time under the terms of the Contract Documents. 1.1.15 CHANGE ORDER: A duly authorized written instrument signed by City, or by City and Contractor, which operates to amend the scope of Work, and which may also amend the Contract Sum or the Contract Time. 1.1.16

CHANGE ORDER REQUEST: Contractor's written request for a Change Order.

1.1.17

CITY: City of Palo Alto, a California chartered Municipal Corporation.

1.1.18

CITY ENGINEER: City Engineer of City of Palo Alto or its designee.

1.1.19 CLAIM: A separate written demand by Contractor for an extension of the Contract Time, and/or for payment of money or damages arising from Work done by, or on behalf of Contractor. 1.1.20 CLIENT DEPARTMENT: Department or Division of City of Palo Alto identified as the end user of the facilities. 1.1.21 CONSTRUCTION CONTRACT: The written contract executed between City and Contractor for construction of the Project. 1.1.22 COMPENSABLE DELAY: A Delay for which Contractor may be entitled under the Contract Documents to both an extension of the Contract Time and an adjustment of the Contract Sum for additional compensation. 1.1.23 CONSTRUCTION MANAGER: The City designated employee, project manager or an individual, partnership, corporation, joint venture or other legal entity under contract with City to perform construction management services for the Project. The term "Construction Manager" means Construction Manager or Construction Manager's authorized representative. 1.1.24 CONSTRUCTION SCHEDULE: The Approved graphical representation of Contractor’s asplanned schedule for performance of the Work, and all Approved updates thereto, prepared in accordance with the requirements of the Contract Documents and that provides for Substantial Completion of the Work within the Contract Time. 1.1.25 CONTRACT DISPUTE: A dispute arising out of or related to the Construction Contract or the interpretation, enforcement or breach thereof, except as specified in Article 4 herein. 1.1.26 CONTRACT DISPUTE RESOLUTION PROCESS: The process of resolution of Contract Disputes, and, upon election of City, disputes as set forth in Article 4 of these General Conditions.

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1.1.27 Contract.

CONTRACT DOCUMENTS: This term shall be as defined in Section 3 of the Construction

1.1.28 CONTRACT SUM: The total amount of compensation stated in the Construction Contract that is payable to Contractor for the performance of the Work in accordance with the Contract Documents, including adjustments made by Change Order. 1.1.29 CONTRACT TIME: The total number of days set forth in the Construction Contract within which Substantial Completion of the Work must be achieved by Contractor, including any adjustments of time (increases or decreases) made by Change Order. 1.1.30 CONTRACTOR: The individual or firm under contract with City to serve as the General Contractor for construction of the Project, including Contractor's authorized representative. 1.1.31 CONTRACTOR MARKUP: A fixed sum calculated as ten percent (10%) of applicable Allowable Costs incurred by Contractor or Subcontractor for performing Extra Work with its own forces, which is deemed to be full compensation for Contractor’s or Subcontractor’s indirect costs associated with Extra Work, including, overhead, profit, and other indirect costs not included in the Allowable Costs. Contractor Markup is separate from and does not include Subcontractor Markup as defined herein. 1.1.32 DAY: Whether capitalized or not, unless otherwise specifically provided, means calendar day, including weekends and legal holidays. 1.1.33 DEFECTIVE WORK: Work by Contractor that is unsatisfactory, faulty, omitted, incomplete, deficient or does not conform to the Applicable Code Requirements, the Contract Documents, the directives of City or the requirements of any inspection, reference standard, test, code or approval specified in the Contract Documents. 1.1.34 DELAY: Whether capitalized or not, includes any circumstances involving disruption, hindrance, or interference in the performance of the Work within the Contract Time. 1.1.35 DELETED WORK: Work that is eliminated due to a Change in the Work requested by City or Contractor for which City is entitled to a deductive adjustment in the Contract Sum. 1.1.36 DESIGN CONSULTANT: The individual(s) or firm(s) under contract with City to provide design or engineering services for the Project and responsible for preparing the Contract Documents for the Project. The term "Design Consultant" means Design Consultant or Design Consultant's authorized representative. 1.1.37 DRAWINGS: The graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the Work, generally including plans, elevations, subparagraphs, details, schedules and diagrams. The Drawings are outlined in the Drawing Index. The term “Drawings” may be used interchangeably with "Plans." 1.1.38 ESCROW AGENT: A state or federally chartered bank in the State of California which holds securities pursuant to an escrow agreement as set forth in Section 9.5 of these General Conditions. 1.1.39 EXCUSABLE DELAY: A Delay for which Contractor may be entitled under the Contract Documents to an extension of time, but not compensation.

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1.1.40 EXISTING IMPROVEMENTS: All improvements located on the Site as of the date of execution of the Construction Contract, whether above or below the surface of the ground, including but not limited to existing buildings, utilities, infrastructure improvements and other facilities. 1.1.41 EXTRA WORK: Additional Work or costs due to a Change in the Work that is not described in or reasonably inferable from the Contract Documents which may be the basis for an adjustment of the Contract Sum and/or the Contract Price under the terms of the Contract Documents. Extra Work shall not include additional Work or costs arising from Contractor’s failure to perform any of its duties or obligations under the Contract Documents. 1.1.42 FIELD ORDER: A written instrument signed by the City or its Construction Manager that authorizes and directs performance of the Work described therein, and which may or may not include adjustments (increase or decrease) to the Contract Sum and/or Contract Time. 1.1.43 FINAL COMPLETION: Full completion of all Work required by the Contract Documents, including all punch list items, and submission of Record Documents, all to City’s satisfaction. 1.1.44 FINAL PAYMENT: Final payment of the Contract Sum following Final Completion, including release of undisputed retention, less any amounts withheld or offset pursuant to the Contract Documents, including, but not limited to, liquidated damages, unreleased stop notices, amounts subject to setoff, and up to 150% of unresolved third-party claims for which Contractor is required to indemnify City, and up to 150% of any amounts in dispute as authorized by Public Contract Code Section 7107. 1.1.45 FRAGNET: A “Fragnet”, sometimes referred to as “time impact analysis,” is a contemporaneous, fragmentary scheduling network, which graphically identifies the sequencing of all critical and non-critical new activities and/or activity revisions affected by a Change Order or Delay, with logic ties to all affected existing activities noted on the Construction Schedule. Its objective is to isolate and quantify any time impact of a specific issue, determine and demonstrate any such specific Delay in relation to past and/or other current Delays and to provide a method for incorporating adjustments to the Contract Time into the Construction Schedule. 1.1.46 GENERAL CONDITIONS: That portion of the Contract Documents relating to the administrative procedures to be followed by Contractor in carrying out the Work. 1.1.47 HAZARDOUS SUBSTANCES: Refers to, without limitation, the following: any chemical, material or other substance defined as or included within the definition of hazardous substances, hazardous materials, hazardous wastes, extremely hazardous substances, toxic substances, toxic material, restricted hazardous waste, special waste, universal wastes or words of similar import under any Environmental Law. 1.1.48 LOSSES: Any and all losses, costs, liabilities, Claims, damages, liquidated damages, actions, judgments, settlements, expenses, fines and penalties. "Losses" do not include attorneys' fees. 1.1.49 NOTICE OF AWARD: Written notice issued by City notifying Contractor of issuance of the Construction Contract. 1.1.50

NOTICE TO PROCEED: Written notice issued by City to Contractor to begin the Work.

1.1.51 PERFORMANCE BOND, PAYMENT BOND: The performance and payment bonds to be provided by Contractor for the Project.

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1.1.52 PLANS: The graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, subparagraphs, details, schedules and diagrams. The term “Plans” may be used interchangeably with "Drawings." 1.1.53 PRE-CONSTRUCTION MEETING: A meeting held with the Project Team prior to beginning construction in order to review Contract Documents and clarify roles, responsibilities and authority of the Project Team. 1.1.54 PROJECT: The total construction, of which the Work performed by Contractor under the Contract Documents may be the whole or part and which may include Work performed by City’s own forces or by Separate Contractors. 1.1.55 PROJECT TEAM: Collectively, the Contractor, City, Design Consultant, Separate Contractors, Construction Manager and other consultants and contractors providing professional and technical consultation for the design and construction of the Project. 1.1.56 RECORD DOCUMENTS: The term “Record Documents” refers to the As-Built Documents, warranties, guarantees and other documents required to be submitted by Contractor as a condition of Final Completion. 1.1.57 REQUEST FOR INFORMATION: A written instrument, prepared by Contractor, which requests an interpretation or clarification in the Work or a response to a question concerning the Work. A Request for Information does not entitle Contractor to an adjustment in the Contract Sum unless it requires Extra Work and Contractor requests and is entitled to such an adjustment in accordance with the provisions of the Contract Documents. 1.1.58 REQUEST FOR INFORMATION RESPONSE: A written instrument, usually prepared by the Design Consultant, which sets forth an interpretation or clarification in the Work or a response to a Contractor question concerning the Work. 1.1.59 SCHEDULE OF VALUES: A detailed, itemized breakdown of the Contract Sum, which provides for a fair and reasonable allocation of the dollar values to each of the various parts of the Work. 1.1.60 SEPARATE CONTRACTOR: A person or firm under separate contract with City or other entity performing other Work at the Site. 1.1.61 SITE: The physical site located within City where the Project is to be constructed, including all adjacent areas for staging, storage, parking and temporary offices. 1.1.62 SPECIAL PROVISIONS AND TECHNICAL SPECIFICATIONS: The portions of the Contract Documents consisting of the written requirements for materials, equipment, standards, skill, quality for the Work and performance of related services. These provisions may also contain amendments, deletions or additions to the General Conditions. 1.1.63 STATEMENT OF CONTRACT DISPUTE: The Contractor’s written statement prepared in accordance with Article 4 of these General Conditions required as a condition of its initiating the Contract Dispute Resolution Process set forth in the Construction Contract. 1.1.64 SUBCONTRACTOR: A person or firm that has a contract with a Contractor to perform a portion of the Work. The term "Subcontractor" includes suppliers and vendors and is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. “Subcontractor” includes Subcontractors of any tier.

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1.1.65 SUBCONTRACTOR MARKUPS: A fixed sum calculated as fifteen percent (15%) of the Subcontractor’s Allowable Costs incurred by Subcontractor for performing Extra Work, which is deemed to be full compensation for Contractor’s indirect costs for having the Extra Work performed by the Subcontractor, including, overhead, profit, and other indirect costs not included in Allowable Costs. Subcontractor Markup is separate from and does not include Contractor Markup as defined herein. 1.1.66 SUBMITTALS: All shop drawings, samples, exemplars, product data and other submittals required to be submitted by Contractor under the Contract Documents. 1.1.67 SUBSTANTIAL COMPLETION, SUBSTANTIALLY COMPLETE: As determined by City, the point at which the Work is sufficiently complete to be occupied and utilized by City for its intended purpose, and Contractor has fulfilled its obligations under the Contract Documents, except for minor punchlist items which do not impair City's ability to so occupy and utilize the Project. 1.1.68 SUPERINTENDENT: The person appointed by Contractor, subject to approval by City, to supervise and coordinate Contractor's own forces and Subcontractors in all aspects of the Work. 1.1.69 UNEXCUSED DELAY: Any Delay in the path of activities that is critical to Substantial Completion of the Work within the Contract Time and which Delay is not attributable to the City. An Unexcused Delay shall not entitle Contractor to either an extension of the Contract Time or an adjustment of the Contract Sum. To the extent an Unexcused Delay is concurrent with an Excused Delay, the Excusable Delay shall be conclusively deemed an Unexcused Delay. 1.1.70 WORK: All labor, materials, equipment, services, permits, fees, licenses and taxes, and all other things necessary for Contractor to perform its obligations and complete the Project, including, without limitation, any changes or additions requested by City, in accordance with the Contract Documents and all Applicable Code Requirements. 1.2

OWNERSHIP AND USE OF DOCUMENTS

1.2.1 All originals, copies and electronic forms of Plans and Drawings, Technical Specifications, (including, without limitation, the Contract Documents) shall not be used by Contractor, or any Subcontractor, for any purpose other than performance of the Work. Contractor and Subcontractors are granted a limited license, revocable at will by City, to use and reproduce applicable portions of the Contract Documents appropriate to and for performing the Work under the Contract Documents; provided however, that such use shall not reduce Owner’s rights to use and ownership of the documents. 1.2.2 Contractor shall keep on the Site of the Project, at all times, a complete set of City approved, permitted Contract Documents for use by City. 1.2.3 Proposed Changes or refinements and clarifications will be provided to Contractor in the form of reproducible prints. Contractor shall, at its own expense and without adjustment to the Contract Sum, reproduce and distribute such prints as are necessary for the complete pricing of the Change and for performance of the Work. 1.2.4 Contractor shall include a provision in all contracts with Subcontractors who perform Work on the Project, protecting and preserving City’s rights to ownership and use of documents as set forth in this Section 1.2.

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1.3

INTERPRETATION OF CONTRACT DOCUMENTS

1.3.1 The Contract Documents are complementary and what is required by one shall be as binding as if required by all. 1.3.2 In general, the Drawings will show dimensions, positions, and type of construction to be completed; and the Special Provisions and Technical Specifications will define materials, quality and standards. Any Work called for on the Drawings and not mentioned in the Special Provisions and Technical Specifications, or vice versa, shall be performed as though fully set forth in both. Work not particularly detailed, marked or specified, shall be the same as similar parts that are detailed, marked or specified. 1.3.3 Unless otherwise stated in the Contract Documents, technical words and abbreviations contained in the Contract Documents are used in accordance with commonly understood construction industry meanings and non-technical words and abbreviations are used in accordance with their commonly understood meanings. 1.3.4 The Contract Documents may omit modifying words such as "all" and "any," and articles such as "the" and "an." If a modifier or an article is not included in one statement and appears in another it is not intended to affect the interpretation of either statement. The use of the word "including," when following any general statement, shall not be construed to limit such statement to specific items or matters set forth immediately following such word or to similar items or matters whether or not nonlimiting language (such as "without limitation," "but not limited to," or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement. 1.3.5 Whenever the context so requires, the use of the singular number shall be deemed to include the plural and vice versa. Each gender shall be deemed to include the other gender, and each shall include corporation, partnership, trust, or other legal entity whenever the context so requires. The captions and headings of the various subdivisions of the Contract Documents are intended only as a matter of reference and convenience and in no way define, limit, or prescribe the scope or intent of the Contract Documents or any subdivision thereof. 1.3.6 Any cross-references indicated between various subparagraphs or Drawings and Documents are provided for the Contractor’s convenience and shall not be all-inclusive. 1.3.7 Unless specifically noted to the contrary, all Work, equipment, casework, mechanical, electrical and similar devices of whatever nature in the Contract Documents shall be completely installed, hooked-up, made operational and made functional for the purpose such are intended, and all costs therefore are included in the Contract Sum. 1.3.8 Figured dimensions on scale Drawings and on full size Drawings shall govern over scale Drawings without figured dimensions. The Drawings shall not be scaled to determine dimensions, and (except in the case of diagrammatic Drawings) shall be calculated from figures shown on the Drawings. Obvious discrepancies between scale and figured dimensions, unless marked "not to scale," must be brought to the Construction Manager's attention before proceeding with the Work affected by the discrepancy.

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1.3.9 If there is a conflict between any of the Contract Documents, Contractor shall immediately bring such conflict to the attention of City, whose decisions regarding such conflict shall be final and binding as to the requirements of the Contract Documents. In the event of any conflicts between or among the Applicable Code Requirements, the more stringent shall govern. In the event a conflict between any of the Contract Documents is not resolved by the order of precedence established in the Contract Documents, the highest standard of quality and skill, the most stringent requirements, and the most specific provision of the Contract Documents shall govern and shall be required in the performance of the Work. 1.3.10 The general character of the Work is shown in the Contract Documents, but Changes, modifications, clarifications and refinements may be made in details when needed to more fully explain the Work. Provided that they are a logical evolution of the Contract Documents that were bid by Contractor or were reasonably inferable as necessary to provide a completed and fully operational system, facility or structure, the same shall be considered part of the scope of the Work to be performed without adjustment in the Contract Sum or the Contract Time. 1.3.11 Where on any Drawing a portion of the Work is drawn out and the remainder is indicated in outline, the drawn-out parts shall apply also to all other like portions of the Work. 1.3.12 Contractor will provide all necessary labor, equipment, transportation and incidentals required to complete the Work, even if the Contract Documents do not describe the Work in complete detail. 1.3.13 Drawings and diagrams for mechanical, plumbing and electrical Work shall be considered as diagrammatic only and shall not to be used for any structural guidance or physical layout, unless specifically detailed or dimensioned, and Contractor shall be responsible to provide any and all numbers and lengths of mechanical, plumbing or electrical fittings, wire, conduit, connections, attachments or similar materials needed to complete the Work, at no adjustment to the Contract Sum or Contract Time, whether or not they exceed the numbers of such pieces or the lengths indicated by the Drawings. 1.3.14 City, in its sole discretion, will interpret the Contract Documents and make the determination of whether or not Contractor has fulfilled the requirements of the Contract Documents. Such interpretations and decisions of City shall be final and binding upon Contractor. ARTICLE 2 –CITY’S RIGHTS AND OBLIGATIONS 2.1

INFORMATION AND SERVICES PROVIDED BY CITY

2.1.1 Except as otherwise provided in the Special Provisions and Technical Specifications, Contractor shall obtain and pay for any permits, easements and governmental approvals, including City building and related permits, for the use or occupancy of permanent structures required in connection with the Work. 2.1.2 Requests for Information Responses, Approvals and decisions required of City, Design Consultant or Construction Manager under the Contract Documents shall be provided by the Construction Manager to Contractor upon request in a timely manner in order to avoid unreasonable Delay in the orderly and sequential progress of the Work. Notwithstanding the foregoing, failure by City, Design Consultant, Construction Manager or City’s other consultants to provide Request for Information Response, Approvals or decisions shall not be considered as a basis for Contractor to seek adjustment in the Contract Time until ten (10) Days after Contractor has delivered written notice to City and to the person from whom such information, Approval or decision is requested, including the following: Invitation for Bid (IFB) Package PART 5 – GENERAL CONDITIONS

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(i) The notice must include the following statement: “You are hereby notified that certain information, approval or decision described herein has not been provided in accordance with Paragraph 2.1.2 of the General Conditions and if not provided within ten (10) Days from this notice may result in additional cost or a request for time extension due to Delay.” (ii) A detailed description of the information, approval or decision required, accompanied by copies of Contractor’s prior written request(s). (iii)

The date by which the information, approval or decision must be received so as to not result in Delay to the Project, which shall in no event be earlier than ten (10) Days after the date of City’s receipt of such notice. 2.1.3 City’s failure to provide the requested information, approval or decision within ten (10) days following receipt of the above notification will not entitle Contractor to an increase in the Contract Sum or Contract Time unless Contractor requests an increase in the Contract Sum and/or Contract Time by submitting a Change Order Request in compliance with Article 7 herein. 2.2

ACCESS TO PROJECT SITE

City will make available, no later than the commencement date designated in the current construction Schedule accepted by City, the lands and facilities upon which the Work is to be performed, including such access and other lands and facilities designated in the Contract Documents, for use by Contractor. 2.3

CITY'S RIGHT TO STOP THE WORK

If Contractor fails to correct Defective Work as required by Section 12.2 of these General Conditions, fails to perform the Work in accordance with the Contract Documents, or violates any Applicable Code Requirement, City may, without terminating the Contract, direct Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated by Contractor. Contractor shall not be entitled to any adjustment of Contract Time or Contract Sum as a result of any such order. City shall have no duty or responsibility to Contractor or any other party to exercise the right to stop the Work. 2.4

CITY’S RIGHT TO CARRY OUT THE WORK

If Contractor fails to carry out the Work in accordance with the Contract Documents, fails to provide sufficient labor, materials, equipment, tools and services to maintain the Construction Schedule, or otherwise fails to comply with any requirement of the Contract Documents, and fails within the time specified in the Contract Documents, after receipt of notice from City to promptly commence and thereafter diligently continue to completion the correction of such failure, City may, without prejudice to other remedies City may have and without terminating the Contract, correct such failure at Contractor's expense. In such case, City shall be entitled to deduct from payments then or thereafter due Contractor the cost of correcting such failure, including compensation for the additional services and expenses of City and City's consultants made necessary thereby. If payments then or thereafter due Contractor are not sufficient to cover such amounts, Contractor shall pay the additional amount to City. 2.5

ACCESS TO MUNICIPAL SERVICE CENTER

For all Projects which require Contractor access to City’s Municipal Service Center (MSC), all Contractors shall provide and all Contractor’s personnel shall at all times display, in the form of badges, identification which shall include the Contractor’s name, the employee’s name, City’s Project Managers name and telephone number, and the name and number of the Project being performed. Badge identification information shall correspond with information contained in the bearer’s driver license or with other City

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approved identification. Any discrepancies, or failure of Contractor’s personnel to display proper identification, will in result their removal from the Project, or in refusal of access to the MSC. 2.6

EMERGENCY TERMINATION OF CONTRACT

The Construction Contract is subject to termination as provided by Section 4410 and Section 4411 of the Government Code of the State of California, being portions of the Emergency Termination of Public Contract Act of 1949. In the event that the Construction Contract is terminated pursuant to said section, compensation to the Contractor shall be determined on the basis of the reasonable value of the Work done, including preparatory work. As an exception of the foregoing, in the case of any fully completed separate item or portion of the work for which there is a separate unit or contract price, the unit or contract price shall control. ARTICLE 3 – CONTRACTOR’S RIGHTS AND OBLIGATIONS 3.1

REVIEW OF THE SITE, CONTRACT DOCUMENTS AND FIELD CONDITIONS

3.1.1 Contractor warrants that it is satisfied as to character, quality, and quantities of surface and subsurface materials or obstacles to be encountered insofar as reasonably ascertainable from a careful inspection of the Site (including, without limitation, Existing Improvements on the Site) and from the geological investigation reports, data and similar information, if any, made available to Contractor by City. Any failure by Contractor to take such information or conditions into consideration will not relieve Contractor from responsibility for estimating the difficulty and cost of successfully completing the Work within the Contract Sum and Contract Time. 3.1.2 Contractor warrants and represents that it has carefully reviewed the Bid and Contract Documents prior to submitting its Bid and executing the Contract. The Contractor shall not be entitled, and conclusively waives any right, to an adjustment in the Contract Sum or Contract Time for any additional or unforeseen costs or Delay in the performance of Work due to conditions in Contract Documents constituting errors, omissions, conflicts, ambiguities, lack of coordination or noncompliance with Applicable Code Requirements, if such conditions were either discovered by Contractor or could have been reasonably discovered by Contractor or its Subcontractors in the exercise of care and diligence in the review of the Contract Documents, subject to the limitations of Public Contract Code Section 1104. 3.1.3 If Contractor discovers what it perceives to be errors, omissions, conflicts, ambiguities, lack of coordination or noncompliance with Applicable Code Requirements in the Contract Documents, then Contractor shall, within two (2) days of discovery, notify City or the Construction Manager in writing stating both of the following: (i) (ii) Documents.

A detailed description of the conditions discovered. Contractor’s request for clarification, further details or correction of the Contract

Failure by Contractor to provide written notice within the period of time required shall result in Contractor waiving any right to adjustment in the Contract Sum or Contract Time on account thereof. 3.1.4 If Contractor believes it is entitled to an adjustment of the Contract Sum or Contract Time for Extra Work based upon additional written or verbal instructions, information, or direction from City, Design Consultant, or Construction Manager, it may submit a Change Order Request pursuant to Article 7 of the General Conditions within ten (10) days of receipt of such instructions, information, or direction.

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3.1.5 The Contractor shall take field measurements of the existing field conditions verified. Contractor shall carefully compare the field conditions with the Contract Documents and other information known to Contractor before commencing the Work. Contractor shall promptly report in writing to the Construction Manager any errors, inconsistencies, or omissions the Contractor discovers. 3.1.6 If Contractor performs any portion of the Work which it knows, or in the exercise of care and diligence should have known, involves an error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Code Requirements, without notifying and obtaining the written Approval of City or before obtaining a written clarification, interpretation, instruction or decision from Construction Manager, then any Work that is performed that is not in conformance with the clarifications, interpretation, instruction or decision of City, Design Consultant or Construction Manager shall be removed or replaced and Contractor shall be responsible for the resultant Losses with no adjustment in the Contract Sum or Contract Time. 3.1.7 Existing Improvements at the Site, for which no specific description is made on the Drawings, but which could be reasonably assumed to interfere with the satisfactory completion of the Work, shall be removed and disposed of by Contractor, but only upon the specific direction and control of City. Without limitation to the foregoing, and notwithstanding any information provided by City pertaining to groundwater elevations and/or geological and soils conditions encountered, it is understood that it is Contractor’s responsibility to determine and allow for the elevation of groundwater, and the geological and soils conditions at the date of performance of the Work. 3.2

SUPERVISION AND CONSTRUCTION PROCEDURES

3.2.1 Contractor shall supervise, coordinate and direct the Work using Contractor's best skill and attention and shall provide supervision sufficient to assure proper coordination and timely completion of the Work. Contractor shall be solely responsible for and have control over construction means, methods, techniques, safety, sequences, procedures and the coordination of all portions of the Work. 3.2.2 Contractor shall be responsible for the accurate layout of all portions of the Work and shall verify all dimensions on the Drawings and shall report to City any discrepancies before proceeding with related Work. 3.2.3 Contractor may be assigned working space adjacent to the Site, and all field offices, materials and equipment shall be kept within this area. Contractor shall be responsible for leaving the space in as good condition as Contractor found it, or restoring it to the condition it was in prior to Contractor commencing the Work. 3.2.4 Contractor shall be responsible to City for acts and omissions of Contractor's agents, employees, and of Contractor’s Subcontractors, and their respective agents and employees. Unless otherwise stated in or a contrary intention is reasonably inferable from the Contract Documents, references to Contractor, when used in reference to an obligation bearing upon performance of the Work, shall be deemed to include Contractor’s Subcontractors. 3.2.5 Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents by the act(s) or omission(s) by City in the administration of the Contract, or by tests, inspections or Approvals required or performed by persons or firms other than Contractor.

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3.3

RESPONSIBILITY FOR THE WORK

3.3.1 Contractor shall be in charge of and responsible for all portions of the Work of the Contract, and shall be responsible for conforming such portions to the requirements of the Contract Documents and readying such portions to receive subsequent Work. 3.3.2 Contractor shall at all times maintain good discipline and order among its employees and Subcontractors. Contractor shall provide competent, fully qualified personnel to perform the Work, and shall ensure that each Subcontractor and Sub-subcontractor engaged on the Site arranges the storage of materials and equipment and performance of its Work so as to interfere as little as possible with Separate Contractors or other persons engaged in work for City on the Site. 3.3.3 During the installation of Work, Contractor shall insure that existing facilities, fences, and other structures are all adequately protected. Upon Final Completion of all Work, all facilities that may have been damaged shall be restored to a condition acceptable to City. 3.3.4 Contractor is responsible for the security of the Site and all Work provided under the terms of this Contract, as well as all Work provided by Separate Contractors that occurs on the Site at any time prior to Final Completion and Acceptance of the Work by City. 3.4

LABOR, WORKMANSHIP, MATERIALS AND MANUFACTURED ITEMS

Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Unless otherwise provided in the Contract Documents or otherwise Approved by the Construction Manager, all articles, equipment and materials incorporated in the Work shall be new, of good quality, undamaged and not defective. 3.5

CONTRACTOR'S WARRANTY

3.5.1 In addition to the guarantee to repair referenced in Article 12 and any specific warranty mentioned in the Project specifications, Contractor warrants to City that all materials and equipment used in or incorporated into the Work will be of good quality, new and free of liens, Claims and security interests of third parties; that all labor, installation, materials and equipment used or incorporated into the Work will be of good quality and free from defects; and that the Work will conform with the requirements of the Contract Documents and Applicable Code Requirements. If required by City, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Manufactured items installed in the Work and not specifically covered in the Contract Documents are to be installed in strict accordance with manufacturers' current printed instructions. 3.5.2 All materials to be incorporated in the Work shall be protected from damage during delivery, storage, and handling, and after installation until Acceptance of the Work, and Contractor shall, without charge to City, be responsible for all damage to the materials or the Work due to Contractor's failure to provide such proper protection.

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3.6

CONSTRUCTION METHODS AND PROCEDURES

3.6.1 The methods and procedures adopted by Contractor shall be such as to secure a quality of Work satisfactory to City and to enable completion of the Work in the time agreed upon. If at any time such methods and procedures appear inadequate, City may order Contractor to improve the character or increase efficiency, and Contractor shall conform to such order; but the failure of City to order such improvement of methods or increase of efficiency will not relieve Contractor from its obligation to perform the Work in accordance with the Contract Documents or within the Contract Time. 3.6.2 If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, Contractor shall be fully and solely responsible for the Site safety for implementing such means, methods, techniques, sequences or procedures. If Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, Contractor shall give written notice to City and shall not proceed with that portion of the Work without further written instruction by City. 3.7

TAXES

3.7.1 Contractor and Subcontractors are responsible for paying all sales, consumer, business license, use, income and payroll, and similar taxes for the Work or portions thereof provided by Contractor and Subcontractors. 3.7.2 All Contractors and Subcontractors for Construction Contracts equal to or greater than $5 million dollars shall be required to obtain a sub permit with the California Board of Equalization for a direct allocation of any and all applicable use tax to the City of Palo Alto, where the jobsite is located. Contractor and applicable Subcontractors shall apply for and comply with all of the conditions of the sub permit pursuant to Section 260.020 of the California State Board of Equalization, Chapter 2, “Compliance Policy and Procedures Manual: Registration, subchapter Contractors,” as may be amended from time to time. 3.8

LEGAL REQUIREMENTS

3.8.1 Contractor shall perform the Work in accordance with all Applicable Code Requirements, even though such requirements are not specifically referenced in the Contract Documents. 3.8.2 When the Work required by the Contract Documents is in conflict with any Applicable Code Requirement, Contractor shall notify Construction Manager and shall not proceed with the Work until Construction Manager provides direction to the Contractor.

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3.9

PROJECT STAFF

3.9.1 Contractor shall employ a complete and competent project staff for the duration of the Work, which shall include separate individuals designated to act as Superintendent, project manager, project engineer(s) and administrative assistant(s), plus such other persons necessary to diligently prosecute the Work. Contractor shall not replace the designated Superintendent or project manager without a minimum seven (7) Day written notice. Any Project staff member and any replacement member shall be subject to the approval of City, which may be granted or withheld in its sole discretion. Upon notice from City requesting replacement of any Project staff member who is unsatisfactory to City, Contractor shall in a timely manner, but in no event longer than three (3) Days after notification, replace such member with a competent member satisfactory to City. Failure by Contractor to comply with the provisions of this Paragraph shall entitle City, at its option exercised in its sole discretion, to terminate the Contract or suspend the Work until Contractor complies with this Paragraph. All costs or damages associated with such termination or suspension shall be borne by Contractor, without adjustment in the Contract Sum or Contract Time. 3.9.2 The Superintendent shall be at the Site at all times during the performance of the Work. The Superintendent shall represent Contractor and communications given to and acknowledged by the Superintendent shall be binding on Contractor. Further, communications issued by or received from the Superintendent shall be deemed as binding on Contractor. The Superintendent must be able to read, write and communicate fluently in English. 3.10

SCHEDULES REQUIRED OF CONTRACTOR

Contractor shall submit a preliminary Construction Schedule to City in a form approved by the Construction Manager at the Pre-Construction Meeting. 3.10.2 Updated Construction Schedules shall be submitted in the form and frequency required by the Construction Manager. 3.10.3 requirements:

The Construction Schedule and Construction Schedule updates shall meet the following

.1

Schedules must be suitable in format and clarity for monitoring progress of the Work and shall utilize the critical path method of scheduling.

.2

Schedules must provide necessary data about the timing for City's decisions and City-furnished items.

.3

Schedules must be in sufficient detail to demonstrate adequate planning and staffing for the Work.

.4

Schedules must represent a practical plan to complete the Work within the Contract Time. If at any time during the Work, any activity is not completed by its latest scheduled completion date, Contractor shall notify the Construction Manager within five (5) Days of Contractor's plans to reorganize the work force to return to the schedule and prevent Delays on any other activity.

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.5

An updated Construction Schedule shall be submitted with each progress payment request, but no less frequently than monthly, and shall include all of the following: (i)

A written narrative report detailing the actual progress of the Work as of the date of submission;

(ii)

The expected progress of the Work as of such date according to the approved Construction Schedule;

(iii)

The reasons for any variance between the approved Construction Schedule and the updated Construction Schedule; and

(iv)

If required, Contractor’s plan for placing the Work back on Schedule, at Contractor’s expense.

Failure to timely comply with the above requirements may be grounds for rejection of a request for extension of time. 3.10.4 Contractor shall plan, develop, supervise, control and coordinate the performance of the Work so the progress, sequence and timing of the Work conform to the current accepted Construction Schedule. Contractor shall continuously obtain from Subcontractors information and data about the planning for and progress of the Work, the ordering and fabrication of materials, required Submittals, and the delivery of equipment, shall coordinate and integrate such information and data in updated Construction Schedules and Record Documents, and shall monitor the progress of the Work and the delivery of equipment. Contractor shall act as the expediter of potential and actual delays, interruptions, hindrances or disruptions for its own forces and those forces of Subcontractors, regardless of tier. Contractor shall cooperate with City in the development of the Construction Schedule and updated Construction Schedules. 3.10.5 City's review, comments, requests for revisions, or acceptance of any schedule or scheduling data shall not: (i)

Relieve Contractor from its sole responsibility for the feasibility of the schedule and to plan for, perform, and complete the Work within the Contract Time;

(ii)

Transfer responsibility for any schedule from Contractor to City; nor

(iii)

Imply City’s agreement with any assumption upon which such schedule is based or any matter underlying or contained in such schedule.

3.10.6 Failure of City to discover errors or omissions in Construction Schedules that it has reviewed or Approved, or to inform Contractor that Contractor, Subcontractors, or others are behind schedule, or to direct or enforce procedures for complying with the Construction Schedule, shall not relieve Contractor from its sole responsibility to perform and complete the Work within the Contract Time and shall not be a cause for an adjustment of the Contract Time or the Contract Sum. 3.10.7 Contractor shall cooperate with and coordinate its Construction Schedule with work of City and City’s Separate Contractors.

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3.11

DOCUMENTS AND SAMPLES AT PROJECT SITE

3.11.1 Contractor shall maintain one (1) set of As-Built Documents at the Site, which shall be kept up to date on a daily basis during the performance of the Work. All performed changes, deletions or additions in the Work from that shown in the Contract Documents shall be recorded accurately and completely in the Record Documents. Upon Final Completion and as a condition to Final Payment, each sheet of the As-Built Documents and other Record Documents shall be signed and attested to by the Contractor’s Superintendent as being complete and accurate. 3.11.2 Contractor shall, at all times during performance of the Work, also maintain the following at the Site: (i)

The latest updated Construction Schedule approved by City;

(ii)

Shop Drawings, product data, and samples; and

(iii)

All other required Submittals.

At all times during the course of the Project, these documents shall be available to City, the Construction Manager and the Design Consultant to audit, excerpt, or copy as they see fit. Upon Final Completion or termination of the Construction Contract, these documents shall be delivered to City in the format requested by the City. 3.11.3 It shall be the responsibility of Contractor to maintain a current and complete record of all Changes performed during the progress of the Project construction. The record shall be in the form of a complete set of prints of the As-Built Documents on which daily recordings are made by Contractor, indicating in detail and dimension each variation from the original set of Contract Documents for all of the Work. At the completion of construction, Contractor shall, as a requirement of the Final Completion of the Work, certify that to the best of its knowledge, the As-Built Documents are true and accurate, and that the indications thereon represent all Changes performed during the construction of the Project. At Final Completion, the As-Built and other Record Documents shall become the property of City. 3.11.4 Contractor, in concert with the Design Consultant and the Construction Manager, shall review Contractor's As-Built Documents for conformance with all current Changes prior to presenting its monthly Application For Payment. The monthly progress payment statement will not be accepted or processed by City unless the As-Built Documents are current and complete, and Approved by City. 3.11.5 At Final Completion, the Contractor shall provided the fully As-Built Documents to the City. These As-Built Documents will become the permanent property of City at Final Completion. If the As-Built Documents are prepared on a computer, then the revised computer files shall also be provided to City in the file format specified by City. 3.12

SUBMITTALS

3.12.1 Submittals are not Contract Documents. Their purpose is to demonstrate, for those portions of the Work for which Submittals are required, how Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Prior to starting Work, Contractor shall provide to City an initial schedule for submission of the Submittals for which shop drawings are required by the Contract Documents. For each required shop drawing, Contractor shall provide to City the date for the drawing's intended Submittal to the Design Consultant for review. The date required for its return to avoid Delay in any activity beyond the scheduled start date shall also be given.

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3.12.2 All shop drawings and other Submittals shall be provided at Contractor's expense, and at the time required by the Contract Documents or requested by the Construction Manager. 3.12.3 Contractor shall review, approve, and submit to the Construction Manager, all Submittals required by the Contract Documents to be submitted and reviewed by the Design Consultant. Submittals to the Construction Manager without evidence thereon of Contractor’s approval shall be returned, without review, for resubmission in accordance with these requirements. Submittals shall be provided within the time frame specified in the Special Provisions and Technical Specifications in accordance with the Construction Schedule, and in such sequence as to cause no Delay in the Work or in the activities of City or of Separate Contractors. Submittals made by Contractor which are not required by the Contract Documents, may be returned without action by the Construction Manager or Design Consultant. Submittal to the Construction Manager and Design Consultant must include a statement, in writing, identifying any deviations from the Contract Documents required due to manufacturing or installation limitations contained in the Submittal. 3.12.4 All Submittals shall be submitted in two (2) sets, accompanied by letters of transmittal, and addressed to the Construction Manager for review. Unless otherwise specified in the Contract Documents, Submittals consisting of Drawings or Plans shall be in the form of six (6) copies. The Submittal must be prepared and submitted in accordance with all applicable provisions in the Contract Documents. If the Submittal involves a request for substitution of materials, the request shall be clearly identified on the Submittal that it is a "Request for Substitution." Unless so clearly marked, Submittals shall not be considered as a request for substitution. The Construction Manager shall return to Contractor three (3) marked-up prints. Submittals shall include all relevant catalog sheets, material lists, manufacturer’s brochures, technical bulletins, specifications, diagrams, or product samples, necessary to describe a system, product, or item. The letter of transmittal shall include a list of the accompanying documents and the numbers of the sheets submitted. All sheets shall be marked with the name of the Project and the name of Contractor, shall be numbered consecutively, and shall be referenced to the sheets or paragraphs of the Contract Documents, referenced by sheet or subparagraph affected. Submittals shall be combined for singular assemblies, items or materials. 3.12.5 No Work requiring a Submittal shall be performed by Contractor until the Submittal has been reviewed and approved by City, Construction Manager or Design Consultant, as appropriate, and the Design Consultant has documented the exceptions noted on the Submittal. Contractor shall allow twenty (20) Days for review of timely and complete Submittals. Once the Submittal is returned to Contractor by the Construction Manager with a statement that it has been reviewed and no exceptions are taken or further action requested, such Work shall be performed in accordance with the Submittal and the Contract Documents. 3.12.6 Contractor's Submittals represent that Contractor has determined or verified materials and field measurements and conditions related thereto and that it has checked and coordinated the information contained within such Submittals with the requirements of the Contract Documents and Submittals for related Work. 3.12.7 If Contractor discovers any conflicts, omissions or errors in Submittals, Contractor shall notify the Construction Manager and receive instruction before proceeding with the affected Work.

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3.12.8 Contractor shall remain solely responsible, notwithstanding City, Construction Manager or Design Consultant’s review or approval of Submittals, for deviations (including, without limitation, those arising from standard shop practice) from the Contract Documents, unless Contractor has specifically informed City, Construction Manager or Design Consultant in writing of such deviation at the time of transmitting the Submittal and City, Construction Manager or Design Consultant has given written approval of such deviation. No adjustment in the Contract Sum or Contract Time shall be permitted with respect to any such deviations that are noted in writing by Contractor and as to which City, Construction Manager or Design Consultant takes no exception or approves. 3.12.9 After review of Contractor's Submittals by City, Construction Manager or Design Consultant, as appropriate, the Construction Manager will transmit to Contractor one set of Submittals. If the Submittals are found to be incomplete or incorrect, Contractor shall resubmit after corrective action has been taken. Contractor shall reimburse City, or City may withhold from payments due Contractor, sums owing by City for any fees charged by City, Construction Manager or Design Consultant or City’s other consultants for more than two (2) reviews of a Submittal, or for accelerated review in a shorter time than set forth in the approved Construction Schedule, if requested by Contractor or caused by late Submittals by Contractor. The return of a Submittal due to failure to comply with the Contract Documents or for correction or additional information shall be considered a review. 3.12.10 Review of Submittals by City, Construction Manager or Design Consultant will be general and for conformance with design intent, and shall not relieve Contractor from the responsibility for proper fitting and construction of the Work, nor from furnished materials and Work required by the Contract which may not be indicated on the reviewed Submittals. 3.12.11 Submittals shall be in English, be of good quality, and be of a size and scale to clearly show all necessary details. Submittals shall show in detail the size, sections and dimensions of all members; the arrangement and construction of all connections, joints and other pertinent details; and all holes, straps and other fittings required by other Separate Contractors for attaching their Work. When required by City, Construction Manager or Design Consultant, engineering computations shall be submitted. Contractor shall be responsible for delivering duplicates of Submittals to all other persons whose Work is dependent thereon. 3.12.12 Contractor shall, at all times, maintain at the Site a complete file of all City, Construction Manager or Design Consultant-reviewed Submittals. 3.13

TRADE NAMES, SUBSTITUTIONS

3.13.1 Any request for substitution of “or equal” items by the Contractor shall be made within 35 days of award of the contract, unless otherwise specified in these Contract Documents, and shall be governed by Public Contract Code Section 3400. 3.13.2 If City accepts for use in the Project a substitute material or process which in the opinion of City, Construction Manager or Design Consultant is not the equal of that specified, a Change Order shall be issued issuing a credit to City for the difference in value. 3.13.3 Substitutions by Contractor that are incorporated into the Work without the prior review and Approval by City, Construction Manager or Design Consultant in accordance with the requirements of the Contract Documents shall be deemed to be Defective Work. 3.13.4 The specified Construction Contract completion time shall not be affected by any circumstance developing from the substitution provisions of this Section.

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3.14

DAILY REPORTS BY CONTRACTOR

3.14.1 At the end of each working day, Contractor shall submit a daily report to the Construction Manager (on a form provided by or accepted by the Construction Manager) listing: (i)

Labor - Names of workers, classification, hourly rates and hours worked.

(ii)

Material - Description and list of quantities of materials used.

(iii)

Equipment - Type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable.

(iv)

Inspection and Testing Activities - Name, City or company and items involved.

(v)

Areas of Work - The areas of the Site on which Work was performed and a detailed description of the stage, status and progress of the Work in each such area at the beginning and end of the day.

(vi)

Accidents, Delays, Defective Work - Description in detail of any injuries to workers, accidents, Delays, or Defective Work that were encountered.

(vii)

Other Services and Expenditures - Description in such detail as City may require of other services and expenditures.

3.14.2 Reports by Subcontractors that comply with the requirements of this Section 3.14 shall also be submitted to the Construction Manager through Contractor at the end of each working day 3.14.3 Submission of daily reports by Contractor and Subcontractors performing Work on the Site shall be a condition precedent to Contractor's right to payment under the Contract. 3.14.4 Facts, notice or information contained in daily reports of Contractor or its Subcontractors, whether known or not known to City or Construction Manager, shall under no circumstances be considered evidence of compliance by Contractor with any of the specific written notice requirements of the Contract Documents. 3.15

CUTTING AND PATCHING

3.15.1 Contractor shall do all cutting, fitting, or patching of the Work required to make all parts of the Work join properly and to allow the Work to join the work of Separate Contractors shown in, or reasonably implied by, the Contract Documents. 3.15.2 Contractor shall not endanger the Work, the Project, Existing Improvements, or adjacent property by cutting, digging, or otherwise. Contractor shall not cut or alter the work of any Separate Contractor without the prior written consent of City. 3.15.3 In all cases, cutting shall be performed under the supervision of competent workers skilled in the applicable trade and shall cause the openings to be cut as small as possible to minimize unnecessary damage.

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3.16

ACCESS TO THE WORK

3.16.1 City, Construction Manager, Design Consultant, their consultants and other persons authorized by City shall at all times have access to the Work wherever it is in preparation or progress. Contractor shall provide safe and proper facilities for such access and for inspection. 3.16.2 City may, at any time, and from time to time during the performance of the Work, enter the Project for the purpose of installing any necessary other work by City labor or other contracts or for any other purpose. Contractor shall cooperate with City and not interfere with other work being done by or on behalf of City. 3.17

ROYALTIES AND PATENTS

Contractor shall pay all royalties and license fees required for the performance of the Work. Contractor shall immediately notify City if it learns of any circumstances that may constitute an infringement of patent rights and shall defend and indemnify City and the members of the Project Team in accordance with the indemnity provision in the Construction Contract against Losses, liabilities, suits or Claims resulting from Contractor's or any Subcontractor's or Sub-subcontractor’s infringement of patent rights. 3.18

PERMITS AND LICENSES

The Contractor shall comply with all provisions of any permits necessary to accomplish the Work as presented in this Contract. Contractor shall obtain and be responsible for the cost of all permits and applications related to the construction of the Project. 3.19

DIFFERING SITE CONDITIONS

3.19.1 Except as provided in this Section 3.19, Contractor agrees to solely bear the risk, including any additional costs and Delay of any and all concealed and unknown site conditions, without adjustment to the Contract Sum or Contract Time. This provision is applicable if the Project involves digging trenches or other excavations that extend deeper than four (4) feet below the surface. Contractor shall promptly, and before the following conditions are disturbed, provide written notice to City if the Contractor finds any of the following conditions: .1 Material that Contractor believes may be a hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with the provisions of existing law. .2 Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids. .3 Unknown physical conditions at the site of any unusual nature, differing materially different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. 3.19.2 City shall promptly investigate any of the above the conditions and if City finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a Change Order under the procedures described in the Contract Documents. The City may, acting in its sole discretion, extend the applicable deadline for submitting a Change Order Request when it is based upon differing conditions subject to Public Contract Code Section 7104.

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3.19.3 In the event that a dispute arises between the City and the Contractor regarding any of the matters specified in subsection 3.19.1, above, Contractor shall not be excused from any scheduled completion date provided for in the Contract Documents, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by the Contract or by law which pertain to the resolution of disputes between Contractor and City. 3.20

INSPECTIONS

3.20.1 In order to allow for inspection by City and other agencies, or any inspection required elsewhere in the Special Provisions and Technical Specifications, Contractor shall notify City in writing three (3) Days in advance of the permanent concealment of any materials or Work. 3.20.2 Whenever Contractor desires to carry on the Work of this Construction Contract at hours other than those specifically required by the City or 8:00 AM to 6:00 PM, Monday through Friday or from 9:00 AM to 5:00 PM on Saturdays, it shall request authorization in writing from City for such Work at least twelve (12) Days in advance and, if approved to proceed, Contractor agrees to pay the costs incurred by the City to provide inspectors during these times and the costs incurred for the Construction Manager, Design Consultant and/or other City consultants whose presence at the Site is necessary. City offices are closed on alternate Fridays commencing January 12, 2001, and every other Friday thereafter. Inspections by City Building Department may not be available on these days. 3.20.3 If any Work is concealed or performed without the prior notice specified above, then the Work shall be subject to such tests or exposure as may be necessary to prove to City that the materials used and the Work done are in conformity with the Contract Documents. All labor and equipment necessary for exposing and testing shall be furnished by Contractor at its expense. Contractor shall replace, at its own expense and without reimbursement by City, any materials or Work damaged by exposure and any faulty materials or work evidenced by such exposure or testing, and shall be responsible for any Delay caused thereby. 3.20.4 When, in order to comply with the intent of the Contract Documents, inspection must be made at the plant or mill of the manufacturer or fabricator of material or equipment, Contractor shall notify City a sufficient length of time in advance to allow for arrangements to be made for such inspection. If required testing and/or inspection must be conducted at a location more than one hundred (100) miles from the Site, Contractor shall be responsible for the additional travel costs required for testing and/or inspection at such location. 3.20.5 Any inspection or approval by any representative or agent of City will not relieve Contractor of the responsibility of incorporating into the Work only those materials which conform to the Contract Documents, and any nonconforming materials shall be removed from the Site whenever identified, at Contractor’s sole expense. 3.20.6 When Contractor believes it has achieved either Substantial or Final Completion of the Work, Contractor shall notify City and the Construction Manager in writing and request a Substantial or Final Completion inspection of the Work. City, Design Consultant and Construction Manager will make such inspection as soon thereafter as possible.

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3.21

STOP NOTICES

Contractor must promptly pay its Subcontractors in accordance with the subcontract requirements and California prompt payment statutes. If any stop notice or other claim is served, filed or recorded in connection with the Work, City shall have the option, in its sole discretion, to permit Contractor immediately and at its own expense obtain a bond executed by a good and sufficient surety, in accordance with Civil Code section 9364, in a sum equal to one hundred twenty-five percent (125%) of the amount of such stop notice or claim. Such bond shall guarantee the payment of any amounts which the claimant may recover on the stop notice or claim, together with the claimant’s costs of suit in any action to enforce such stop notice or claim if the claimant recovers therein. This remedy shall be in addition to all other rights and remedies of City under the Contract Documents and applicable law, including, without limitation, the right to withhold funds from sums due to Contractor. Contractor shall timely notify City of Contractor's receipt of any stop notice or other third-party claim, valid or invalid, relating to the Contract Documents. 3.22

PARKING

Contractor shall provide and maintain suitable parking areas, for use by all construction workers and others performing work or furnishing services in connection with the Project, as required to avoid any need for parking personal vehicles where they may interfere with public traffic, construction activities or public parking. The Construction Manager shall approve the location of all off-site parking in the City. 3.23

USE OF THE PROJECT SITE AND CLEAN UP

3.23.1 Contractor shall confine operations at the Site to areas permitted by Applicable Code Requirements and the Contract Documents. Contractor shall not encumber the Site with materials or equipment so that Separate Contractors' work is hindered or impeded due to such encumbrances. 3.23.2 Contractor shall, during performance of the Work, keep the Site and surrounding area free from the accumulation of excess dirt, dust, waste materials, water and rubbish caused by Contractor or any Subcontractors. Contractor shall continuously and daily remove all excess dirt, waste material, water and rubbish caused by Contractor and all tools, equipment, machinery and surplus materials from the Site and surrounding area at end of each day. Adequate cleanup will be a condition for progress payments. 3.23.3 Personnel of Contractor shall not occupy, live upon, or otherwise make use of the Site during any time that Work is not being performed at the Site, except as otherwise provided in the Contract Documents. 3.23.4 Upon Final Completion of the Work, Contractor shall remove all construction facilities, appurtenances, tools, material and other articles from the Site. The entire area, including all fixed equipment, floors, surfaces and hardware shall be cleaned and restored to their original condition in accordance with the Special Provisions and Technical Specifications. 3.23.5 In addition to water sprinkling, temporary enclosures and anti-dust sweeping compounds should be used to limit dust and dirt rising and to keep the Site clean. 3.23.6 Construction materials shall be neatly stacked by Contractor when not in use. Loose materials, whether on the Site or in transit, shall be covered to prevent dust. Contractor shall promptly remove splattered concrete, asphalt, oil, paint, corrosive liquids and cleaning solutions from the affected surfaces to prevent marring or other damage to the Work.

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3.23.7 Volatile wastes shall be properly stored in covered metal containers and removed daily. All other trash receptacles shall be promptly emptied when full. 3.23.8 Contractor shall promptly and legally transport and dispose of removed and demolished items and waste materials not identified to be recycled or reused in compliance with local ordinances and anti-pollution laws. No rubbish or waste materials shall be burned, buried, or otherwise disposed of on the Site. 3.23.9 The Contractor shall provide sanitary facilities at the Site, which shall be of reasonable capacity, properly maintained throughout the construction period, and obscured from public view to the greatest practical extent. Contractor shall require all personnel to use the sanitary facilities. Sanitary facilities shall be on a portable trailer and shall be removed from the Site at the end of each workday. For sewer lining projects, Contractor shall provide additional sanitary facilities on a portable trailer to be used by the residents during lining installation (one sanitary facility per each 30 meters [100 feet]). Contractor shall remove the sanitary facilities as soon as relief holes are cut and notices of completion are delivered. 3.24

ENVIRONMENTAL CONTROLS

Full compensation for conforming to the requirements of this Section shall be considered as included in the prices paid for the various contract items of Work involved and no additional compensation will be allowed. 3.24.1 AIR POLLUTION CONTROL. Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes which apply to any work performed pursuant to the Contract, including rules promulgated by the Bay Area Air Quality Management District, the California Department of Public Health or any other applicable agency. In the absence of any applicable air pollution control rules, regulations, ordinances or statutes governing solvents, all solvents, including but not limited to the solvent portions of paint thinners, curing compounds, parts cleaners and degreasers and liquid asphalt used on the Project shall comply with the applicable material requirements of the Bay Area Air Quality Management District. All containers of paint thinner, curing compound parts cleaners and degreasers or liquid asphalt shall be labeled to indicate that the contents fully comply with said requirements. Material to be disposed of shall not be disposed of onsite (i.e. used up inappropriately or burned). Compressed gases contained within cylinders or aerosol cans shall never be released for any purpose other than that intended by the manufacturer. .1

Mold. The Contractor shall take steps to prevent mold from developing on the Site, or being released into the air and shall promptly decontaminate any areas of mold that develop.

.2

VOC’s. Only construction materials that emit low levels of volatile organic compounds (VOC) shall be used within indoor areas. Adequate ventilation of packaged dry products shall be used prior to installation. Contractor is responsible to ventilate the building during the application of wet products (e.g., paints, glues, sealants), which release their highest levels of VOC's during the curing period immediately after the application. Also, wet products shall be applied before installing materials that act as "sinks" such as carpets, fabric, ceiling tiles, movable partitions, furniture, etc. in order to reduce the chance of the "sinks" absorbing contaminants and slowly releasing them into the building over time.

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.3

Off-Gassing. Contractor is responsible for identifying specific materials that require more complex ventilation to accelerate off-gassing. In addition to paints, glues and sealants, those materials that generally require temporary ventilation include, without limitation: composite wood products, plastics, waterproofing, insulation, fireproofing, caulking, acoustical ceilings, resilient flooring and wood preservatives.

.4

Barriers. Barriers shall be used to prevent the migration of airborne pollutants from areas under construction and to mitigate any construction noise that may disrupt occupant activities. If effective controls for pollution emissions cannot be practically implemented, activities involving significant airborne pollutants shall be scheduled during off-hours at Contractor’s expense. The Site shall be ventilated with fresh outside air during and immediately after the noxious activity.

.5

Exhaust. Contractor shall install temporary exhaust systems in construction areas to prevent contaminated air from entering the building's return-air system, including, without limitation: (i)

Removing windows in a space.

(ii)

Using available or dedicated exhaust systems (e.g., kitchen or toilet exhaust) that are not tied into the building's overall return-air system.

.6

Treated wood waste (TWW). TWW is any wood treated with preserving chemicals that protect the wood from insect attack or fungal decay (typically railroad ties, power poles, or bollards) shall be managed by Contractor to minimize dust generation. Contractor shall never grind TWW and shall be properly dispose TWW at a permitted TWW disposal facility. If Contractor size-reduces the TWW then Contractor shall collect all dust generated for proper offsite disposal.

.7

Contaminated Soil Removal. Unless approved by the City, contaminated soils that are being removed shall be loaded directly into truck trailers that shall transport the soils directly to disposal facilities and not stockpiled onsite or elsewhere. If the City approves the temporary stockpiling of soils onsite, then Contractor shall cover the soil with visqueen (or other suitable material) within 1 hour. The building shall be flushed with full outdoor air for seven (7) Days prior to occupancy. Full capacity of the HVAC system shall be used for at least 2.5 ACH (air changes per hour), provided by temporary fans. During this time, the interiors shall be thoroughly cleaned, the HVAC ducts vacuumed, and air and HVAC system filters replaced.

3.24.3

WATER POLLUTION CONTROL.

.1

Contractor shall at a minimum use applicable Best Management Practices listed in the California Stormwater Quality Association Construction Handbook http://www.cabmphandbooks.com/Construction.asp to prevent the pollution of storm drains and watercourses by discharges of materials other than uncontaminated storm water. Prohibited discharges include storm water runoff discharges that may threaten to cause pollution, contamination or nuisance, sanitary waste, sediment and debris from erosion and other substances resulting from construction activities. Sanitary wastes will not be permitted to enter any storm drain or watercourse and must be routed to the sanitary sewer system. No sediment, debris or construction materials will be permitted to enter sanitary sewers.

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.2

Contractor shall provide effective and continuous control of water pollution, including Work in small or multiple units, on an out of phase schedule or with modified construction procedures. Contractor shall determine which methods are most effective in achieving control of water pollution as a result of Contractor's operations. Contractor shall coordinate water pollution control work with all other Work performed by Contractor and Separate Contractors.

.3

Before starting any Work on the Project, Contractor shall submit to the Construction Manager for acceptance a Storm Water Pollution Prevention Plan (SWPPP) for effective control of storm water pollution. Such plan shall show the schedule and detailed description for the storm water pollution prevention and erosion control work or practices included in the Construction Contract and for all storm water pollution control measures which Contractor proposes to employ in connection with construction of the Project to minimize the effects of their operations upon storm drains, adjacent streams, and other bodies of water. Contractor shall not perform any clearing and grubbing or earthwork on the Project, other than that specifically authorized in writing by the Construction Manager, until such SWPPP has been approved by a City representative or the Construction Manager. Contractor shall revise and bring up to date said SWPPP at any time the Construction Manager makes written request for such revisions.

.4

City shall not be liable to Contractor for failure to accept all or any portion of any originally submitted or revised SWPPP, or for any Delays to the Work due to Contractor's failure to submit an acceptable SWPPP. Contractor assumes sole responsibility for all costs associated with treatment of storm water polluted as a result of Contractor’s Site activities, whether treatment is initiated by Contractor or City.

.5

Contractor may request the Construction Manager to waive the requirement for submission of a written SWPPP when the nature of Contractor's operation is such that pollutant discharge or soil erosion is not likely to occur. Waiver of this requirement will not relieve Contractor from responsibility for compliance with the other provisions of this Section. Waiver of the requirement for a written SWPPP will not preclude City requiring submittal of a SWPPP at a later time if the Construction Manager deems it necessary because of the effect of Contractor's operations.

.6

Where erosion damage which will cause storm water pollution is probable due to the nature of the material or the season of the year, Contractor's operation shall be so scheduled that permanent erosion control features will be installed concurrently with or immediately following grading operations.

.7

All storm water pollution control work required elsewhere in the Contract Documents which may be accomplished under the various contract items of Work will be measured and paid for as provided in said items of Work elsewhere in these Contract Documents.

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3.24.4 URBAN RUNOFF. At a minimum, the following specific Best Management Practices which address the potential pollution impacts of urban runoff shall apply to all projects undergoing construction in City. The Best Management Practices listed below (in addition to those listed in the Technical Specifications) are required by City, and shall apply at the time of demolition of an existing structure or commencement of construction until receipt of a certificate of occupancy or certificate of completion: .1

Sediment and construction waste from construction sites and parking areas shall not leave the Site.

.2

Any sediments or other construction materials which are tracked off the Site shall be removed the same day. Straw wattles or another temporary sediment barrier shall be installed around the perimeter of the Site to prevent the sediment from leaving the Site.

.3

On an emergency basis only, plastic covering may be utilized to prevent erosion of an otherwise unprotected area, along with runoff devices to intercept and safely convey the runoff.

.4

Excavated soil shall be located on the Site in a manner that eliminates the possibility of sediment running into the street, storm drains, water bodies, or adjoining properties. Material stockpiles shall be covered within 1 hour of stockpiling the material until the material is either used or removed.

.5

No washing of construction vehicles shall be allowed on or adjacent to the Site.

.6

Drainage controls shall be utilized as needed, depending on the extent of proposed grading and topography of the Site, including, but not limited to the following: (i) detention ponds or sedimentation ponds; and (ii) dikes, berms or ditches; and (iii) down drains, chutes or flumes.

3.24.5 STORM WATER POLLUTION PREVENTION DURING ROADWORK. To avoid storm water pollution, Contractor shall plan roadwork and pavement construction as follows: .1

Apply concrete, asphalt, and seal coat during dry weather to prevent contaminants from contacting storm water runoff.

.2

Cover storm drain inlets and manholes when paving or applying seal coat, slurry seal, fog seal, etc.

.3

Always park paving machines over drip pans or absorbent materials.

.4

When making saw-cuts in pavement, use as little water as possible. Cover each catch basin completely with filter fabric during the sawing operation. Shovel or vacuum the slurry residue from the pavement and remove from the Site.

3.24.6 STORMWATER POLLUTION. To avoid stormwater pollution, Contractor shall plan roadwork and pavement construction as follows: .1

Apply concrete, asphalt, and seal coat during dry weather to prevent contaminants from contacting stormwater runoff.

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.2

Cover storm drain inlets and personnel access holes when paving or applying seal coat, slurry seal, fog seal, etc.

.3

Always park paving machines over drip pans or absorbent materials, since they tend to drip continuously.

.4

When making saw-cuts in pavement, use as little water as possible. Cover each catch basin completely with filter fabric during the sawing operation and contain the slurry by placing straw bales, sand bags, or gravel dams around the catch basin. After the liquid drains or evaporates, shovel or vacuum the slurry residue from the pavement or gutter and remove from the Site.

3.24.7 DRAINAGE CONTROL. Contractor shall provide for the drainage of storm water and such water as may be applied or discharged on the Site in performance of the Work. Drainage facilities shall be adequate to prevent damage to the Work, Site and adjacent property. Also drainage facilities shall be constructed to minimize the potential pollution to the ocean. Existing drainage channels and conduits shall be cleaned, enlarged or supplemented as necessary to carry all increased runoff attributable to Contractor's operations. Dikes shall be constructed as necessary to divert increased runoff from entering adjacent property (except in natural channels), to protect City's private property and utility owner's facilities and the Work, and to direct water to drainage channels or conduits. Retention of drainage on the Site shall be provided as necessary to prevent downstream flooding. 3.24.8 DUST CONTROL. As elsewhere provided herein, the Contractor shall be responsible for all dust alleviation and control measures necessary and required for the public safety and convenience during the life of the contract. The Contractor shall use reclaimed water to control dust from unpaved surfaces as needed on a daily basis or as directed by the Construction Manager. The water shall be applied at a limited rate so as to avoid the creation of runoff from the site. The Contractor shall not use water to flush down paved or impervious surfaces as a means of dust control. Paved or impervious surfaces shall be swept with a street sweeper as needed to control dust on the site. Compensation for water applied as alleviation and/or prevention of dust nuisance and street sweeping shall be considered as included in the prices paid for the various contract items of work and no additional allowance will be made therefore. 3.24.9 SPECIAL HAZARDOUS SUBSTANCES AND PROCESSES. Contractor shall comply with the provisions of all applicable hazardous materials Standards including but not limited to California Code of Regulations (CCR) Title 8, Chapter 4, Group 16 (CalOSHA Control of Hazardous Substances), CCR Title 22, Division 4.5, (hazardous waste management standards), California Health & Safety Code Division 20, Section 6.5 (hazardous waste control), California Fire Code, Code of Federal Regulations (CFR) 49 (DOT regulations), CFR 40, Part 60 (U.S. hazardous waste standards) and applicable sections of the Palo Alto Municipal Code. Contractor shall at all times maintain an inventory of hazardous materials stored onsite and all applicable Material Safety Data Sheets (MSDSs) available for review by the City. For City-generated hazardous waste removal, the City will take full generator status for the hazardous wastes as described under CCR 22. The City will obtain any EPA Identification numbers for the project and will sign each manifest as the generator before the material is transported. Contractor shall fully manage the hazardous wastes for the City including the removing, storing, transporting and disposing of the hazardous wastes. For construction activities that remove existing hazardous wastes, such as, asbestos removal, contaminated soil removal, lead paint removal or other contamination abatement projects, Contractor shall develop a hazardous materials management plan (HMMP). The HMMP shall contain sufficient information that shall demonstrate how the Contractor will remove, secure

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and store, transport to a permitted disposal facility. Contractor shall submit the HMMP to the City for approval. At a minimum, the HMMP shall include: • Project map that shall show hazardous waste removal areas, storage areas (including all fencing, gates, locks, structures etc; • Hazardous waste expected inventory including quantities and types of wastes; • Security program – how the Contractor will keep hazardous materials secure from public contact; • Monitoring and inspection program; • Inventory of emergency equipment onsite; • Transportation Plan includes how the Contractor plans to package and transport the hazardous wastes; • Disposal facility name and location; • Any other information that would reasonably describe Contractor hazardous waste removal, storage and disposal plans. City has the sole right to reject the hazardous waste transporter and/or disposal facility from Contractor’s consideration. Hazardous wastes that are generated from Contractor’s activities while completing the project (i.e. equipment maintenance fluids, empty oil or solvent drums, etc. shall be the sole responsibility of the Contractor who is the generator of the wastes under the Hazardous Waste Generator Regulations CCR Title 22. Wastes must be handled, recycled or disposed of in the United States. 3.24.10 ENVIRONMENTAL PURCHASING POLICY. The Contractor shall comply with the City of Palo Alto’s Environmental Purchasing Policy, as amended from time to time. A copy is available at the City’s Purchasing Division. 3.24.11 ZERO WASTE REQUIREMENTS. The Contractor shall comply with waste reduction, reuse, recycling and disposal requirements of the 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, Contractor shall comply with the following zero waste requirements: • All printed materials provided by Contractor to City 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 the 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 Contractor on behalf of the City shall be purchased in accordance with the 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 Office. • Reusable/returnable pallets shall be taken back by the Contractor, at no additional cost to the City, for reuse or recycling. Contractor shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

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3.24.12 SOUND CONTROL.

3.25

.1

Contractor shall comply with the City’s Noise Ordinance set forth in Chapter 9.10 of the Palo Alto Municipal Code, except as modified in the Special Provisions and Technical Specifications. Copies of the Noise Ordinance are available in the Purchasing Division.

.2

Each internal combustion engine used for any purpose on the Site or otherwise within the City of Palo Alto shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the Project without said muffler. This requirement in no way relieves Contractor from responsibility for complying with local ordinances regulating noise level.

.3

The noise level requirement shall apply to all equipment on the Work or related to the job, including but not limited to trucks, transit mixers or transient equipment that may or may not be owned by Contractor. The use of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of personnel.

.4

Prior to starting construction, all equipment to be used on the Project shall be inspected and tested for compliance with the requirements of this Project. Sound blankets or other sound mitigation equipment approved by the Construction Manager shall be required to bring equipment into compliance with the requirements of this Project.

TEMPORARY WATER, LIGHT AND POWER

Water for any purpose shall be obtained by Contractor, at its expense, from City. Contractor is to contact the Construction Manager for a phone number and contact person. In no case may Contractor obtain water from unmetered fire hydrants. The costs of obtaining water shall be included in the prices paid for the various contract items of work included and no additional compensation will be allowed therefore, unless otherwise specified in the Contract Documents. The City imposes a penalty for taking water from an unmetered fire hydrant. The penalty shall be deducted from the payment due Contractor. Contractor shall purchase power from the City, at Contractor’s expense. 3.26

CITY TRUCK ROUTE ORDINANCE

The Contractor and any subcontractors or suppliers shall at all times comply with the requirements of the City of Palo Alto Truck Route Ordinance set forth in Chapter 10.48 of the Palo Alto Municipal Code. 3.27

UNFAIR BUSINESS PRACTICES CLAIMS

Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15), or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract Documents. This assignment shall be made and become effective at the time City tenders Final Payment to Contractor, without further acknowledgment by the parties. Contractor shall incorporate this provision in all Subcontractor contracts. 3.28

EXISTING UTILITIES

3.28.1 Prior to the start of any grinding or any excavation, the Contractor shall be responsible for notifying Underground Services Alert (USA) 800-642-2444 at least 5 days prior to beginning underground work so that existing utilities can be marked in the field. The Contractor is responsible for the location of all utilities, both public and private. Contractor shall give specific address for grinding or excavation location. Each location shall be marked by the Contractor in the field with white paint. Invitation for Bid (IFB) Package PART 5 – GENERAL CONDITIONS

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3.28.2 The Contractor shall acknowledge that the marking of underground utilities is only approximate, and he shall take all necessary precautions to avoid damaging these utilities. 3.28.3 All Underground Services Alert marking shall be removed by the Contractor. Any utilities damaged or altered in any way during the performance of the work under this contract shall be promptly reported to the Engineer, and shall be restored to their original condition at the Contractor's expense. 3.28.4 If the Contractor comes into contact with any existing utilities during his operations, he shall notify the Engineer before proceeding with the work involved. 3.28.5 Pursuant to Government Code Section 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract Documents, Contractor shall immediately provide written notice to City and the utility. City assumes responsibility for the timely removal, relocation, or protection of existing main or trunkline utility facilities located on the Project site, if such utilities are not identified in the Contract Documents. Contractor shall be compensated in accordance with the provisions of the Contract Documents for the costs of locating, repairing damage not due to Contractor’s failure to exercise reasonable care, and removing or relocating such utility facilities not indicated in the plans or specifications with reasonable accuracy and for equipment on the Project necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay in completion of the Work, to the extent such delay was caused by City’s failure to provide for removal or relocation of such utility facilities.

ARTICLE 4 – ADMINISTRATION OF THE CONTRACT 4.1

CONTRACT ADMINISTRATION BY CITY, DESIGN CONSULTANT AND CONSTRUCTION MANAGER

4.1.1 City and the Construction Manager will provide administration of the Construction Contract as provided in the Contract Documents. 4.1.2 No actions taken by City, Construction Manager or Design Consultant shall relieve Contractor of its obligations described in the Contract Documents. 4.1.3 The Construction Manager will be present on the Site during the performance of the Work primarily for the purposes of providing administration, inspection and expediting communications between City, Design Consultant and Contractor. 4.1.4 Neither City, Design Consultant nor Construction Manager will have control over, will be in charge of, or will be responsible for construction means, methods, techniques, safety, sequences or procedures or for safety precautions and programs in connection with the Work, all of which are the sole responsibility of Contractor. 4.1.5 Unless otherwise provided in the Contract Documents or when direct communications have been specifically authorized, communications between Contractor and City or Design Consultant shall be in writing through Construction Manager. Communications by Contractor or Subcontractors and with Separate Contractors shall be through the Construction Manager. Contractor shall not rely on oral or other non-written communications. 4.1.6 Based on the Construction Manager’s Site visits and evaluations of Contractor's Applications For Payment, the Construction Manager will review and recommend to City for City approval the amounts, if any, due Contractor.

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4.1.7 Construction Manager will make recommendations to City to reject the Work, or any portion thereof, which does not conform to the Contract Documents. City alone shall have the authority to stop the Work or any portion thereof. Whenever City considers it necessary or advisable, City will have the authority to require additional inspection or testing of the Work in accordance with the Contract Documents, whether or not such Work is fabricated, installed or completed. However, no authority of City conferred by the Contract Documents nor any decision made in good faith either to exercise or not exercise such authority, nor any recommendation by the Construction Manager, shall give rise to a duty or responsibility of City or the Construction Manager to Contractor or its Subcontractors. 4.1.8

Construction Manager’s authority includes, but is not limited to the following: .1

Conduct or direct inspections to determine suitability of the Project or portion thereof for Beneficial Occupancy.

.2

Assist City in determining the dates of Substantial Completion and Final Completion;

.3

Review any records, written warranties and related documents required by the Contract Documents and assembled by Contractor; and

.4

Make recommendations to City for issuance of Final Payment upon Contractor's compliance with the requirements of the Contract Documents.

4.1.9 City, with the assistance of recommendations from the Design Consultant and/or Construction Manager, shall be the ultimate interpreter of the requirements of the Contract Documents and the judge of performance thereunder by Contractor. Such decisions by City will be final and binding upon Contractor. 4.2

CLAIMS

4.2.1 Accrual of Claim. A Claim accrues and arises upon issuance of a decision by the City or Construction Manager denying, in whole or in part, a Change Order Request, which was previously submitted in compliance with these Contract Documents. A Claim that demands an extension of time or an increase in the Contract Sum does not accrue unless Contractor has previously submitted such demand(s) in a Change Order Request. 4.2.2 Claims must be submitted in writing. All Claims and all supporting documentation and certifications, as further detailed below, must be filed within fourteen (14) Days after the Claim arises. Any Claim which is not submitted prior to Final Payment is deemed waived. 4.2.3

A Claim must include the following:

.1

A statement that it is a Claim and must clearly specify the amount with respect to Claims for payment, and must specify the days with respect to Claims for an extension of the Contract Time;

.2

A detailed description of the act, error, omission, Differing Site Condition, event or other circumstance giving rise to the Claim; and

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.3

A statement demonstrating that a Change Order Request was submitted in a timely manner as required by Section 7.2 of these General Conditions.

.4

All documents necessary to substantiate the Claim, including, without limitation: (i).

(ii). (iii).

A detailed cost breakdown in the form required for submittal of Change Order Requests and subject to the provisions in Article 7 of these General Conditions prohibiting adjustment to the Contract Sum be based upon any methodology such as total cost or modified total cost methodologies that purports to calculate Contractor’s additional costs based on the difference between Contractor’s Bid and Contractor’s actual cost to perform the Work. Copies of actual job cost records demonstrating that the costs have been incurred. If the Claim is based on an error, omission, conflict or ambiguity in the Contract Documents: (i) a sworn statement by Contractor and any Subcontractor involved in the Claim, to the effect that the error, omission, conflict or ambiguity was not discovered prior to submission of the Bid, and (ii) if not discovered, a statement demonstrating that the error, omission, conflict or ambiguity could not have been discovered by Contractor, its Subcontractor(s) or in exercise of the degree of care required of them under the Contract Documents for review of the Contract Documents prior to submission of the Bid.

.5

If the Claim involves a request for adjustment of the Contract Time, written documentation demonstrating that Contractor has complied with the requirements of the Contract Documents pertaining to proving the right to an extension of time and demonstrating that Contractor is entitled to an extension of time under the Contract Documents.

.6

A written certification signed by a responsible managing officer of Contractor’s organization, who has the authority to sign subcontracts and purchase orders on behalf of Contractor and who has personally investigated and confirmed the truth and accuracy of the matters set forth in such certification, in the following form: I hereby certify under penalty of perjury under the laws of the State of California that I am a managing officer of and that I have reviewed the Claim presented herewith on Contractor’s behalf and/or on behalf of and that the following statements are true and correct. (i) accurate; and,

The facts alleged in or that form the basis for the Claim are true and

(ii) Contractor does not know of any facts or circumstances, not alleged in the Claim, that by reason of their not being alleged render any fact or statement alleged in the Claim materially misleading; and,

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(iii) Contractor has, with respect to any request for money or damages alleged in or that forms the basis for the Claim, reviewed the job cost records (including those maintained by Contractor and by any Subcontractor of any Tier, that is asserting all or any portion of the Claim) and confirmed with reasonable certainty that the Losses or damages suffered by Contractor and/or such Subcontractor were in fact suffered in the amounts and for the reasons alleged in the Claim; and, (iv) Contractor has, with respect to any request for extension of time or claim of Delay, disruption, hindrance or interference alleged in or that forms the basis for the Claim, reviewed the job schedules (including those maintained by Contractor and by any Subcontractor involved in the Claim) and confirmed on an event-by-event basis that the delays or disruption suffered by Contractor and /or such Subcontractor were in fact experienced for the durations, in the manner, and with the consequent effects on the time and/or sequence of performance of the Work, as alleged in the Claim; and, (v) Contractor has not received payment from City for, nor has Contractor previously released City from, any portion of the Claim. Signature: ___________________________ Name: ______________________________ Title: _______________________________ Company: ___________________________ Date: _______________________________ 4.2.4 Failure to submit any of the information, documentation or certifications required herein shall result in the Claim being returned to Contractor without any obligation for the City to take further action. 4.2.5

Claims shall be first submitted to City via the Construction Manager for decision by City.

4.2.6 Notwithstanding the submission of any Claim or the existence of any dispute regarding any Claim, unless otherwise directed by City, Contractor shall not delay, slow or stop performance of the Work, but shall diligently proceed with performance in accordance with the Contract Documents and City will continue to make payments as required by the Contract Documents. 4.2.8 No Claim may be asserted unless Contractor has strictly complied with the requirements of Section 4.2 of these General Conditions, which shall be considered conditions precedent to Contractor’s rights to assert the Claim and to initiate the Contract Dispute Resolution Process set forth below with respect to such Claim. 4.2.9 Claims less than $50,000 shall be responded to by City in writing within forty-five (45) Days of receipt of the Claim, unless City requests additional information or documentation of the Claim within thirty (30) Days of receipt of the Claim, in which case City shall respond to the Claim within fifteen (15) Days after receipt of the further information or documentation or within a period of time no greater than that taken by Contractor in producing the additional information or documentation, whichever is greater.

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4.2.10 Claims of $50,000 or greater shall be responded to by City in writing within sixty (60) Days of receipt of the Claim, unless City requests additional information or documentation of the Claim within thirty (30) Days of receipt of the Claim, in which case City shall respond to the Claim within fifteen (15) Days after receipt of the further information or documentation or within a period of time no greater than that taken by Contractor in producing the additional information or documentation, whichever is greater. 4.2.11 If Contractor disputes City’s response, or if City fails to respond within the prescribed time set forth above, Contractor may so notify City, in writing, within fifteen (15) Days of City’s response or within fifteen (15) Days of City’s failure to respond, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon demand, City shall schedule a meet and confer conference within thirty (30) Days (unless such time is extended by mutual agreement) for discussion of settlement of the dispute. 4.2.12 If the Claim is not fully resolved during the meet and confer conference, as to those portions of the Claim which remain in dispute, Contractor commence the Contract Dispute Resolution Process set forth below by filing a Statement of Contract Dispute with the City within thirty (30) Days after receipt of City’s written response to the Claim, or within thirty (30) days following the meet and confer conference if the parties have participated in a meet and confer conference. If Contractor fails to submit a Statement of Contract Dispute within the applicable thirty (30) day period, City’s written response will become final and binding upon Contractor, and Contractor shall be deemed to have waived and release any further right to pursue the Claim. 4.2.13

The Claim procedures set forth herein do not apply to the following: (i) Penalties or forfeitures prescribed by statute or regulation imposed by a governmental agency. (ii)

Tort claims for personal injury or death.

(iii)

False claims liability under California Government Code Section 12650, et seq.

(iv) Defects in the Work first discovered by City after Final Payment by City to Contractor. (v)

Stop notices.

(vi) The right of City to specific performance or injunctive relief to compel performance of any provision of the Contract Documents. 4.3

RESOLUTION OF CONTRACT DISPUTES.

Contract Disputes shall be resolved by the parties in accordance with the Contract Dispute Resolution Process set forth in this Section 4.3 of the General Conditions in lieu of any and all rights under the law that either party have its rights adjudged by a trial court or jury. All Contract Disputes shall be subject to the Contract Dispute Resolution Process set forth in this Section 4.3, which shall be the exclusive recourse of Contractor and City for such Contract Disputes. 4.3.1

Non-Contract Disputes. Contract Disputes shall not include any of the following:

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(i) (ii) (iii) (iv) (v) (vi) 4.3.2

Penalties or forfeitures prescribed by statute or regulation imposed by a governmental agency; Third party tort claims for personal injury, property damage or death relating to any Work performed by Contractor or its Subcontractors or Sub-subcontractors of any tier; False claims liability under California Government Code Section 12650, et. seq.; Defects in the Work first discovered by City after Final Payment by City to Contractor; Stop notices; or The right of City to specific performance or injunctive relief to compel performance of any provision of the Contract Documents. Litigation, City Election.

Matters that do not constitute Contract Disputes shall be resolved by way of an action filed in the Superior Court of the State of California, County of Santa Clara, and shall not be subject to the Contract Dispute Resolution Process. However, the City reserves the right, in its sole and absolute discretion, to treat such disputes as Contract Disputes. Upon written notice by City of its election as provided in the preceding sentence, such dispute shall be submitted by the parties and finally decided pursuant to the Contract Dispute Resolution Process in the manner as required for Contract Disputes, including, without limitation, City’s right under Paragraph 4.3.5 to defer resolution and final determination until after Final Completion of the Work. 4.3.3

Submission of Contract Dispute.

.1 By Contractor. Contractors may commence the Contract Dispute Resolution Process upon City's written response denying all or part of a Claim pursuant to Section 4.2 of the General Conditions. Contractor shall submit a written Statement of Contract Dispute (as set forth below) to City within thirty (30) Days after receipt of City’s written response to the Claim, or within thirty (30) days following the meet and confer conference if the parties have participated in a meet and confer conference. Failure by Contractor to submit its Statement of Contract Dispute in a timely manner shall result in City’s decision by City on the Claim becoming final and binding. Contractor’s Statement of Contract Dispute shall be signed under penalty of perjury and shall state with specificity the events or circumstances giving rise to the Contract Dispute, the dates of their occurrence and the asserted effect on the Contract Sum and the Contract Time. The Statement of Contract Dispute shall include adequate supporting data to substantiate the disputed Claim, in compliance with the Change Order Request requirements set forth herein. .2 By City. City's right to commence the Contract Dispute Resolution Process shall arise at any time following City's actual discovery of the circumstances giving rise to the Contract Dispute. City may also assert a Contract Dispute in response to a Contract Dispute asserted by Contractor. A Statement of Contract Dispute submitted by City shall state the events or circumstances giving rise to the Contract Dispute, the dates of their occurrence and the damages or other relief claimed by City as a result of such events. .3 Contract Dispute Resolution Process. The parties shall utilize each of the following steps in the Contract Dispute Resolution Process in the sequence they appear below. Each party shall participate fully and in good faith in each step in the Contract Dispute Resolution Process, and good faith effort shall be a condition precedent to the right of each party to proceed to the next step in the process.

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4.3.4 Direct Negotiations. Designated representatives of City and Contractor shall meet as soon as possible (but not later than ten (10) Days after receipt of the Statement of Contract Dispute) in a good faith effort to negotiate a resolution to the Contract Dispute. Each party shall be represented in such negotiations by an authorized representative with full knowledge of the details of the Claims or defenses being asserted by such party in the negotiations, and with full authority to resolve such Contract Dispute then and there, subject only to City’s obligation to obtain administrative and/or City Council approval of any agreed settlement or resolution. If the Contract Dispute involves the assertion of a right or claim by a Subcontractor against Contractor that is in turn being asserted by Contractor against City (“Pass-Through Claim”), then the Subcontractor shall also have a representative attend the negotiations, with the same authority and knowledge as described above. Upon completion of the meeting, if the Contract Dispute is not resolved, the parties may either continue the negotiations or any party may declare negotiations ended. All discussions that occur during such negotiations and all documents prepared solely for the purpose of such negotiations shall be confidential and privileged pursuant to California Evidence Code Sections 1119 and 1152. 4.3.5 Deferral of Contract Disputes. Following the completion of the negotiations required by Paragraph 4.3.4, above, all unresolved Contract Disputes shall be deferred pending Final Completion of the Project, subject to City’s right, in its sole and absolute discretion, to require that the Contract Dispute Resolution Process proceed prior to Final Completion. All Contract Disputes that have been deferred until Final Completion shall be consolidated within a reasonable time after Final Completion and thereafter pursued to resolution pursuant to this Contract Dispute Resolution Process. The parties can continue informal negotiations of Contract Disputes; provided, however, that such informal negotiations shall not be alter the provision for deferring final determination and resolution of unresolved Contract Disputes until after Final Completion. 4.3.6 Mediation. If the Contract Dispute remains unresolved after negotiations pursuant to Paragraph 4.3.4, above, the parties shall submit the Contract Dispute to non-binding mediation before a mutually acceptable third party mediator. .1

Qualifications of Mediator. The parties shall endeavor to select a mediator who is a retired judge or an attorney with at least five (5) years of experience in public works construction contract law and in mediating public works construction disputes. In addition, the mediator shall have at least twenty (20) hours of formal training in mediation skills.

.2

Submission to Mediation and Selection of Mediator. The party initiating mediation of a Contract Dispute shall provide written notice to the other party of its decision to mediate. In the event the parties are unable to agree upon a mediator within fifteen (15) Days after the receipt of such written notice, then the parties shall submit the matter to JAMS at its San Francisco Regional Office for selection of a mediator in accordance with the current Mediation Rules, except that if any such Mediation Rules conflict with or are inconsistent with provisions of these Contract Documents, the provisions of the Contract Documents shall control.

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4.3.7

.3

Mediation Process. The location of the mediation shall be at the offices of the mediator or City, at the City’s election. The costs of mediation shall be shared equally by the parties. The mediator shall provide an independent assessment on the merits of the Contract Dispute and recommendations for resolution. All discussions that occur during the mediation and all documents prepared solely for the purpose of the mediation shall be confidential and privileged pursuant to California Evidence Code Sections 1119 and 1152. If the mediator declares that the parties are at impasse and notifies the parties in writing that the mediation has concluded, Contractor may, within sixty (60) days thereafter, submit a written request that those portions of its Claim that remain unresolved be submitted to binding arbitration as set forth below. If Contractor fails to request binding arbitration within the 60-day period, its Claim shall be deemed waived.

4.3.7

Binding Arbitration.

.1

Process. Any Claim submitted for binding arbitration, as set forth above, shall be determined by arbitration at the San Francisco JAMS’ offices, and administered by JAMS pursuant to its Engineering and Construction Arbitration Rules & Procedures for Expedited Arbitration. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction within Santa Clara County, and no other place.

.2

Waiver of Jury Trial. Contractor and City each voluntarily waives its right to a jury trial with respect to any Contract Dispute that is subject to binding arbitration in accordance with the provisions of this Paragraph 4.3. Contractor shall include this provision in its contracts with its Subcontractors who provide any portion of the Work.

Non-Waiver.

Participation in the Contract Dispute Resolution Process shall not waive, release or compromise any defense of City, including, without limitation, any defense based on the assertion that the rights or Claims of Contractor that are the basis of a Contract Dispute were previously waived by Contractor due to Contractor’s failure to comply with the Contract Documents, including, without limitation, Contractor’s failure to comply with any time periods for providing notice of requests for adjustments of the Contract Sum or Contract Time or for submission of Claims or supporting documentation of Claims.

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ARTICLE 5 – SUBCONTRACTORS 5.1

CONTRACTOR'S AWARD OF SUBCONTRACTS

5.1.1 Contractor shall comply with the Subletting and Subcontracting Fair Practices Act, Public Contract Code Sections 4100 through 4114. Nothing herein shall be deemed to entitle Contractor, without the written approval of City, to substitute other Subcontractors for those named in Contractor's List of Subcontractors contained in the completed Bid; and, except with such approval, no such substitution shall be made. Should Contractor violate any of the provisions of the Subletting and Subcontracting Fair Practices Act, such violation shall be deemed a violation of the Construction Contract, entitling City, without limitation to any other rights or remedies under the law, to suspend or terminate the Construction Contract. 5.1.2 Except as hereinafter provided, any increase in the cost of the Work or Contract Time resulting from the replacement or substitution of a Subcontractor, shall be borne solely by Contractor and without any adjustment in Contract Sum or Contract Time. 5.1.3 Where a hearing is held pursuant to the provisions of Chapter 2, Division 5, Title 1 of the Public Contract Code (commencing with Subparagraph 4100), by the awarding authority or a duly appointed hearing officer, City’s representative shall prepare and certify a statement of all costs incurred by City for investigation and conduct of the hearing, including the costs of any hearing officer and reporter appointed. The statement shall then be sent to Contractor who shall reimburse City for such costs. If not paid separately, such reimbursement may be deducted from any money due and owing to Contractor.

5.2

SUBCONTRACTOR RELATIONS

5.2.1 Prior to the execution of each subcontract agreement, Contractor shall make available to each proposed Subcontractor, copies of the Contract Documents. Contractor must incorporate the terms of these Contract Documents into each subcontract, so that each Subcontractor will be bound by the terms of these Contract Documents, including, but not limited to, the provisions for dispute resolution. Within thirty (30) Days of the Notice To Proceed, Contractor shall provide City with a complete listing of all Subcontractors, which shall include, but not be limited to, the Work contracted for, Subcontractor’s name, address, telephone and facsimile numbers, form for doing business (i.e, sole proprietor, corporation, partnership), point-of-contact and Subcontractor’s license classification and number. 5.2.2 Any part of the Work performed for Contractor by a first Tier Subcontractor shall be pursuant to a written subcontract. Each such subcontract shall require that the Subcontractor: (i)

Perform the Work in accordance with the terms of the Contract Documents.

(ii)

Assume toward Contractor all the obligations and responsibilities which Contractor assumes towards City by the Contract Documents.

(iii)

Preserve and protect the rights of City under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights.

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(iv)

Waive all rights that the Subcontractor may have against City for damages caused by fire or other perils covered by builder's risk property insurance carried by Contractor or City, except for such rights Subcontractor may have to the proceeds of such insurance held by City under Article 11 of these General Conditions.

(v)

Afford City and entities and agencies designated by City the same rights and remedies with respect to access to and the right to audit and the right to copy at City's cost all of the Subcontractor's books, records, contracts, correspondence, instructions, drawings, receipts, vouchers, purchase orders and memoranda relating to the Work and requiring the Subcontractor to preserve all such records and other items for a period of at least three (3) years after Final Completion.

(vi)

Recognize the rights of City under Section 5.3 of the General Conditions, Contingent Assignment of Subcontracts, including, without limitation, City’s right to elect to accept assignment of the subcontract and to retain Subcontractor pursuant to the terms of the subcontract, to complete the unperformed obligations under the subcontract and, if requested by City, to execute a written agreement on terms acceptable to City confirming that the Subcontractor is bound to City under the same terms as the subcontract.

(vii)

Submit Applications for payment, requests for Change Orders and extensions of time and Claims, and to comply with all other notice and submission requirements of the Contract Documents, sufficiently in advance to allow Contractor time to comply with its obligations under the Contract Documents.

(viii)

Purchase and maintain insurance in accordance with the requirements of the Contract Documents and reserving the right to Owner to purchase, in its sole discretion, such insurance pursuant to an Owner Controlled Insurance or other form of wrap-up program.

(ix)

Provide the same defense indemnification of the City as is required of the Contractor.

(x)

Agree to participate in the dispute resolution procedures specified in the Construction Contract, at the election of City.

5.2.3 Contractor shall promptly, after execution, furnish to City true, complete, and executed copies of all subcontracts, and any change orders and modifications thereto. Progress payments shall not be made for items of Work for which City has not received executed subcontracts and, if applicable, Change Orders. 5.2.4 Nothing contained in the Contract Documents shall create any contractual relationship between any Subcontractor and City, except when, and only to the extent that, City elects to accept the assignment of the subcontract with such Subcontractor pursuant to Section 5.3, Contingent Assignment of Subcontracts. Notwithstanding the foregoing, City is deemed a third party beneficiary of each subcontract agreement. 5.2.5 City and the Construction Manager shall have the right to communicate with Contractor’s Subcontractors with respect to matters that are related to Contractor’s performance of its obligations under the Contract Documents. Contractor shall be provided with a copy of all such written communications. Such communications shall not create or be interpreted as creating any contractual relationship between City or the Construction Manager and any such Subcontractor.

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5.3

CONTINGENT ASSIGNMENT OF SUBCONTRACTS

In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered into by Contractor for performance of any part of the Work. The assignment will be effective upon acceptance by City in writing and only as to those contracts which City designates in writing. City may accept, at its sole election, said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Contractor's rights under the Contract Documents. Such assignment is part of the consideration to City for entering into the Contract with Contractor and may not be withdrawn prior to Final Completion. 5.4

CONTRACTOR AND SUBCONTRACTOR RESPONSIBILITY

Contractor shall be responsible to City for acts and omissions of Contractor's agents, employees, and of Contractor’s Subcontractors, and their respective agents and employees. Unless otherwise stated in or a contrary intention is reasonably inferable from the Contract Documents, references to Contractor, when used in reference to an obligation bearing upon performance of the Work, shall be deemed to include Contractor’s Subcontractors. ARTICLE 6 – CONSTRUCTION BY CITY OR BY SEPARATE CONTRACTORS 6.1

CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

6.1.1 City reserves the right to award separate contracts for, or to perform with its own forces, construction or operations related to the Work or other construction or operations at or affecting the Site, including portions of the Work which have been deleted by modification. Contractor shall cooperate with City's forces and Separate Contractors. 6.1.2 City shall provide coordination of the activities of City forces and of each Separate Contractor with the Work of Contractor. Contractor shall participate with City and Separate Contractors in joint review of construction schedules and Project requirements when directed to do so. Contractor shall make necessary revisions to the Construction Schedule after such joint review. 6.1.3 Without limitation upon any of the rights or remedies of City under the Contract Documents or under law arising from a default by Contractor, in the event that Contractor fails to have personnel on Site to supervise the Work, City shall have the right, in its sole discretion, but not the responsibility, upon twenty-four (24) hours’ telephonic notice to Contractor, to provide such supervision on a temporary basis. Contractor shall, notwithstanding City’s providing such temporary supervision, remain solely responsible for all actions of its personnel and Subcontractors and shall defend and indemnify City in accordance with the Construction Contract against any Losses arising therefrom. City shall have the right, in its discretion, to deduct from the sums owing to Contractor the reasonable cost of such temporary supervision. 6.2

MUTUAL RESPONSIBILITY

6.2.1 Contractor shall be responsible for affording Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities. Contractor shall schedule and coordinate its construction and operations with the construction and operations of Separate Contractors as required by the Contract Documents.

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6.2.2 If a portion of the Work is dependent upon the proper execution or results of other construction or operations by Separate Contractors, Contractor shall inspect such other construction or operations before proceeding with its portion of the Work. Contractor shall promptly report to City apparent discrepancies or defects which render the other construction or operations unsuitable to receive the Contractor’s Work. Unless otherwise directed by City, Contractor shall not proceed with the portion of the Work affected until apparent discrepancies or defects have been corrected. Failure of Contractor to so report within a reasonable time after discovering such discrepancies or defects shall constitute an acknowledgment that the other construction or operations by City or Separate Contractors is suitable to receive the Work, except as to defects not then reasonably discoverable. 6.2.3 In the event of Delays, improperly timed activities or Defective Work by the Contractor or the Separate Contractors, the costs of such occurrences shall be borne by the party responsible therefor. 6.2.4 If Contractor wrongfully causes damage to completed or partially completed construction or to property of City or Separate Contractors, Contractor shall promptly remedy damage as provided in Paragraph 12.2 of these General Conditions. 6.2.5 If a dispute, or other matters in question arise between Contractor and a Separate Contractor, these occurrences shall be subject to the provisions of Section 4.2 and 4.3 of the General Conditions. Contractor shall immediately notify the Construction Manager in writing of such occurrences. 6.3

CITY’S RIGHT TO CLEAN UP

If a dispute arises between Contractor and Separate Contractors as to the responsibility under their respective contracts for maintaining the Site and surrounding areas free from waste materials and rubbish, City may clean up and allocate the cost between those firms it deems, in its sole discretion, to be responsible. ARTICLE 7 – CHANGES 7.1

CHANGES

7.1.1 City may, at any time and without notice to Contractor’s sureties, order Changes in the Work without invalidating the Construction Contract and without relieving Contractor’s sureties of their obligations to City. 7.1.2 City shall receive a deductive adjustment in the Contract Sum for Changes that result in a reduction in the cost to perform the Work and shall be entitled to an adjustment reducing the Contract Time for Changes that enable the Contractor to complete the Work earlier than the Contract Time. 7.1.3 Unless such rights have been waived and provided that Contractor has complied with the requirements of the Contract Documents with respect to, without limitation, complete and timely submission of all notices, requests and supporting documentation, Contractor shall receive an additive adjustment to the Contract Sum for Changes that increase the cost to perform the Work and/or an adjustment extending the Contract Time for Excusable Delay (subject to offset for concurrent Unexcused Delay).

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7.1.4 Contractor shall not be entitled to an adjustment of the Contract Sum or Contract Time for Changes that are not authorized by an Approved Change Order or Field Order signed by City or Construction Manager. All Changes in the Work that are the basis of an adjustment to the Contract Sum or Contract Time must be authorized in advance, in writing, by City or Construction Manager. Accordingly, no verbal directions, course of conduct between the parties or express or implied Acceptance of Changes or Work, and no claim that the Owner has been unjustly enriched (whether or not there has been such enrichment) shall be the basis for an adjustment to the Contract Sum or Contract Time if Contractor has not obtained advance written authorization to perform the Change in the manner required herein. 7.1.5 City or the Construction Manager may authorize and direct Changes by requesting that Contractor submit a Change Order Request or by issuing a Field Order. A Field Order may be issued to direct performance of Work under the following circumstances: .1 When there is a dispute as to whether or not the Work described therein constitutes or includes a Change or Extra Work, .2 When there is a dispute regarding the basis or amount of compensation for Changed or Extra Work, .3 When there is a dispute regarding whether or how the Contract Time should be adjusted, or .4 As otherwise deemed necessary by City to ensure the timely performance of the Work and timely completion of the Project. The purpose of a Field Order is to ensure the timely performance of the Work and timely completion of the Project, and issuance of a Field Order shall not be construed as an acknowledgment by City that the Work described constitutes a Change or Extra Work if that is in fact not the case. 7.1.6 City can make whatever Changes that it determines in its sole discretion are necessary and in its best interests and under no circumstances shall the number (individual or cumulative value) or scope of Changes become a basis for Contractor to claim that the Construction Contract has been rescinded, terminated, abandoned or should be reformed nor shall such circumstances be the basis for Contractor, or any Subcontractor to recover any compensation or damages not permitted by, or in excess of that allowed under, the Contract Documents. 7.1.7 City shall have authority to order minor Changes in the Work that do not increase the cost or time to perform the Work, and which are consistent with the intent of the Contract Documents. Such changes may be directed by a Field Order, and shall be binding on City and Contractor. Contractor shall carry out such written orders promptly.

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7.2

CHANGE ORDER REQUESTS AND CHANGE ORDERS

7.2.1 Contractor may request adjustments to the Contract Sum or Contract Time or the terms of a Field Order by submitting a written Change Order Request if, and only if, Contractor follows the procedures specified in the Contract Documents, including, without limitation, the procedures set forth in this Section 7.2. A Change Order Request must be submitted within ten (10) Days after the occurrence of the circumstances giving rise thereto. At the City’s election, the Contractor shall submit all Change Order requests on a form prepared by the City. The Change Order Request must clearly describe the circumstances that are the basis of the Change, with reference, to the particular provisions of the Contract Documents involved, and also to all other directly relevant documents, including, but not limited to, related Requests for Information and responses thereto, and Field Orders. A Change Order Request seeking an adjustment to the Contract Sum must identify the proposed basis of compensation, the amount of the requested adjustment, and a detailed breakdown of the amount requested. A Change Order Request seeking an adjustment to the Contract Time must include all information required by the Contract Documents, including, but not limited to strict compliance with Section 8.5 of the General Conditions pertaining to requests for extension of Contract Time. A request for an extension of Contract Time must be accompanied by a "Fragnet" or “time impact analysis," which identifies all critical and noncritical activities affected by the Change Order Request and showing logic ties into all existing affected activities noted on the latest approved, updated Construction Schedule. Change Order Requests must be submitted to the Construction Manager. Incomplete Change Order Requests or requests that are not submitted on the City’s Change Order Request Form will be returned without review. 7.2.2 Adjustments to the Contract Sum, whether increases or decreases, shall be computed at City's sole election on the basis of one or more of the following methods: .1

Unit Pricing: Unit prices stated in the Contract Documents or agreed upon by City and Contractor, which shall be deemed to include all Allowable Costs, Contractor Markup and Subcontractor Markup.

.2

Lump Sum Pricing: A lump sum agreed upon by City and Contractor, based on the estimated Allowable Costs, Contractor Markup, and Subcontractor Markup computed in accordance with this Section.

.3

Time and Materials: Work performed on a time and materials basis shall be calculated as the sum of Allowable Costs, plus applicable Contractor Markup, as set forth herein..

The above methods are the exclusive methods for calculating adjustments to the Contract Sum. Under no circumstances will adjustment to the Contract Sum be based upon any methodology such as total cost or modified total cost methodologies that purports to calculate Contractor’s additional costs based on the difference between Contractor’s total actual Project or line item costs and its original bid estimate for the Project or any original bid estimate line item.

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7.2.3 Changes involving Extra Work that City elects to have performed on a time and material basis, whether performed by Contractor's forces or the forces of Subcontractors, shall be compensated by an increase in the Contract Sum based on actual Allowable Costs and applicable Markup, as set forth herein. When Work is performed on a time and material basis, by Contractor or any of its Subcontractors, Contractor shall submit on a daily basis to the Construction Manager daily time and material tickets which include the identification number assigned to the Change; the location and description of the Change; the classification of labor employed (and names and social security numbers if requested); the materials used; the equipment rented (not tools); and such other receipts, invoices, or other evidence of cost as the Construction Manager may require. The Construction Manager may require authentication of all time and material tickets and invoices by persons designated by the Construction Manager for such purpose. The failure of Contractor to provide any required authentication shall, if City elects to treat it as such, constitute a waiver by Contractor of any right to adjustment of the Contract Sum for the cost of all or that portion of the Extra Work covered by a non-authenticated ticket or subsequent invoice. The adjustment to the Contract Sum for the Extra Work will be based on the total sum of Allowable Costs for performance of that Extra Work and applicable Markup as provided herein. 7.2.4 Allowable Costs include and are limited to the sum of direct, actual costs necessarily incurred by Contractor and any Subcontractors that actually perform Extra Work, and are strictly limited to the following: .1

Labor. The actual costs for straight-time (and the premium time portion of overtime, if approved in writing in advance by City or the Construction Manager) wages or salaries for employees performing the Extra Work, whether at the Site, or at fabrication sites off the Site, plus employer payments collectively referred to as "Fringe Benefits and Payroll Taxes," of payroll, taxes and insurance, health and welfare pension, vacation, apprenticeship funds, and other direct costs required by Federal, State or local laws, as well as assessments or benefits required by lawful collective bargaining agreements. The use of employees with a labor classification, which would increase the Allowable Costs will not be permitted unless Contractor establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be payable under this Paragraph only when such costs are not included in the invoice for equipment rental.

.2

Material. The actual cost of materials, supplies and consumable items which are required for the Work at invoice or lowest current price at which such materials are locally available and delivered to the Site in the quantities involved, including sales tax, freight and delivery. City reserves the right to approve materials and sources of supply, or to supply materials to Contractor, if necessary, for the Work. No Markup shall be applied to any material provided by City. Material re-stocking charges shall be limited to 5% of the amount of material. All discounts, rebates and refunds from the sale of surplus materials and consumable items shall accrue to City, and Contractor shall make provision so that they may be obtained.

.3

Tool and Equipment Rental. Rental charges actually incurred for necessary machinery and equipment, whether owned or hired, as authorized in writing by City or the Construction Manager, exclusive of hand tools. No payment will be made for the use of tools that have a replacement value of $500 or less. When the equipment is owned by Contractor, the rental rate shall be as listed for such equipment in the California Department of Transportation publication entitled "Labor Surcharge and Equipment Rental Rates," which is in effect on the date the Work is accomplished. When equipment is not listed in said publication, the rate to be paid shall be as herein defined, or a suitable rental rate for such equipment will be established by the Construction Manager. Regardless of ownership, the rates to be used in determining equipment

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rental cost shall not exceed listed rates prevailing locally at equipment rental agencies or distributors at the time the work is performed. The rental rates paid shall include the cost of fuel, oil, lubrication, supplies, small tools, necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance and all incidentals. If equipment is used intermittently, when not in use it shall be returned to its rental source unless Contractor elects to keep it at the Site at no expense to City. The reported rental time for equipment already at the Site shall be the duration of its use on the Extra Work, commencing at the time it is first put into actual operation on the Extra Work, plus the time required to move it from its previous site and back, or to a closer site. .4

Royalties and Permits. Costs of royalties and permits solely related to the Extra or Deleted Work.

.5

Insurance and Bonds. Additional costs of insurance and bonds, not to exceed two percent (2%) of the total of Parts .1 through .4, above.

7.2.5 Allowable Costs shall not include any of the following, which are deemed to be included in Contractor's Markup: (i)

Superintendent(s)

(ii)

Assistant Superintendent (s)

(iii)

Project Engineer(s), Assistant Project Engineer(s).

(iv)

Project Manager(s), Assistant Project Manager(s).

(v)

Scheduler(s), Administrative Assistant(s), Health and Safety personnel.

(vi)

Estimator(s), Clerk(s), Secretary(s), Accountant(s) or any Home Office personnel.

(vii)

Drafting or detailing.

(viii)

Small tools (with a replacement value under $500).

(ix)

Home or field office expenses, including staff, materials, and supplies.

(x)

Trailer or storage rental and expense, whether on the Site or off the Site.

(xi)

Data processing personnel and equipment.

(xii)

Site fencing.

(xiii)

Utilities, including, without limitation, gas, electric, sewer, water, telephones.

(xiv)

Telephone, cell phone, radios, computer, tablet devices, facsimile, e-mail and copier.

(xv)

Overhead, administrative, or general expenses of any kind.

(xvi)

Loss of efficiency or productivity, or other impact cost due to the effect of the Extra Work on the performance of other Work or the Work of other trades on the Project.

(xvii)

Capital expenses, including interest on capital employed in connection with Extra Work.

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(xviii)

Legal costs.

(xix)

Federal, State, or local income and franchise taxes.

(xx)

Profit.

(xxi)

Costs incurred more than twenty (20) Days prior to submission of a Change Order Request seeking compensation for those costs.

(xxii)

Cost of any item not specifically and expressly included in Allowable Costs.

7.2.6 Contractor Markup for Extra Work is to be calculated as ten percent (10%) of the Allowable Costs Contractor or Subcontractor actually incurred to perform the Work with its own forces. Subcontractor Markup by Contractor for Extra Work performed by Subcontractor is to be calculated as fifteen percent (15%) of the total Subcontractor Allowable Costs incurred for Extra Work. The total amount of markup for Extra Work may not exceed twenty-five percent (25%) of the total Allowable Costs. 7.2.7 Change Order Requests or requests for payment for time and material work directed by a Field Order must include a complete breakdown of actual costs, including credits, and shall itemize all Allowable Costs, subcontract costs if applicable, Contractor Markup, and Subcontractor Markup if applicable. All claimed costs must be fully documented and objectively verifiable. In connection with the foregoing, Contractor must generate and maintain complete and accurate cost accounting records that will reflect: .1

The actual Allowable Costs incurred or saved for each individual item of Extra Work or Deleted Work, and

.2

On an event-by-event basis, the effect of each Delay that forms the basis of any request for extension of time, regardless of scope, number, complexity, cumulative effect or time of issuance or occurrence.

7.2.8 The Contract Sum will be adjusted for direct Allowable Costs incurred due to Excusable Delay only if and to the extent allowed by the Contract for Compensable Delay. Such adjustments in the Contract Sum shall be Contractor’s sole and exclusive remedy and recovery for Excusable Delay, including any alleged disruption, hindrance, interference, loss of productivity, labor or material cost escalations, inefficiency, acceleration, impact costs, extended or extraordinary overhead (direct or indirect), home office overhead, or other Losses or damages due to Delay, of any kind. 7.2.9 City has the right to increase or decrease the quantity of any unit price item for which an estimated quantity is stated in the Contract Documents, and the Contract Sum will be adjusted accordingly. 7.2.10 Allowance Adjustments: An Allowance is an amount included in the Bid for Work that may or may not be included in the Project, depending on conditions that will not become known until after Bid time. If the Contract Sum includes an Allowance and the cost of performing the Work covered by that Allowance is greater or less than the stated amount, the Contract Sum shall be increased or decreased accordingly by the amount of the difference. The Contract Sum shall also be adjusted by the amount of any unused Allowance that was specifically and expressly included in the original Contract Sum.

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7.2.11 Change Orders: Approved Change Order Requests and Changes directed by a Field Order, including adjustments to Contract Sum and Contract Price, shall be incorporated into a Change Order for approval by the City. City shall prepare each Change Order for execution by Contractor and the City. Change Orders shall be in substantially the same form as Attachment B to the General Conditions. An Approved Change Order becomes binding upon City and Contractor when fully executed by both parties. Full execution of a Change Order is deemed full resolution, settlement, accord and satisfaction with respect to any and all pending or future Claims for cost and extensions of time that were asserted, or that could have been asserted, in connection with the Work covered by the Change Order, whether known or unknown at the time of execution of the Change Order, and that are related to the subject matter of the Change Order, including, without limitation, all Claims, costs or damages for Delay, disruption, hindrance, interference, extended or extraordinary direct and indirect overhead, multiplicity of Changes, loss of productivity, labor or material cost escalations, inefficiency, the impact of the Change on the Work, legal expenses, consultant costs, interest, lost profits or revenue, bond or insurance costs, currency fluctuations, changes in taxes or other related Claims, costs or damages. Change Orders shall be executed by Contractor in the form approved by the City Council or its authorized designee, and without any express reservation of rights by Contractor to reserve for the future the right to assert or recover from City any such Claims, costs or damages. 7.2.12 If Contractor fails to timely execute a Change Order, the City may unilaterally approve the Change Order to increase the Contract Sum and/or to extend the Contract Time. Contractor may dispute the terms of a unilaterally-approved Change Order, in whole or in part, by submitting a Claim in accordance with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order is approved by the City. If Contractor fails to submit a Claim within that 14-day period, with respect to all or part of the unilaterally-approved Change Order, those portions of the Change Order which have not been disputed by timely submission of a Claim shall be deemed to have the same effect as if the Change Order was fully executed by both parties as set forth above. 7.3

FIELD ORDERS

A Field Order will include a description of the Work to be performed, and the selected basis for adjusting the Contract Sum (increase or decrease) as set forth herein (i.e., unit pricing if applicable, lump sum, or time and materials). A Field Order may or may not include the total amount of the City’s proposed adjustment to the Contract Sum or Contract Time, and may also include a not-to-exceed limit for any increases to the Contract Sum. Upon receipt of a Field Order, Contractor shall, within a reasonable time, proceed with the Work described in the Field Order. If Contractor disputes the proposed basis or amount of adjustment to the Contract Sum or Contract Time, it may request to change the disputed portions of the Field Order by submitting a Change Order Request within ten (10) Days following issuance of the disputed Field Order. Failure by Contractor to submit a timely Change Order Request seeking modification of the terms of the Field Order shall be deemed full acceptance of and agreement to all of the terms of the Field Order, and a release and waiver of any right to subsequently dispute any or all of the terms of that Field Order. Field Orders shall be in substantially the same form as Attachment A to the General Conditions.

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7.4

DISPUTES REGARDING CHANGES

No dispute, disagreement, nor failure of the parties to reach agreement regarding the amount, if any, of any adjustment to the Contract Sum or Contract Time, shall relieve Contractor from the obligation to proceed with performance of the Work, including, without limitation, performance of Work directed by a Field Order or as modified by a Change Order, promptly and expeditiously. Contractor shall not delay, slow, interrupt, or suspend the performance of any Work or any Change because of a dispute between the parties, including, but not limited to, disputes pertaining to an adjustment in the Contract Sum or Contract Time. If Contractor disputes the rejection of any Change Order Request in whole or in part, Contractor’s exclusive remedy is to submit a Claim in compliance with the Dispute Resolution Procedures set forth in Article 4 herein. ARTICLE 8 – CONTRACT TIME 8.1

COMMENCEMENT OF THE WORK

Commencement of the Work shall begin on the date specified in the Notice to Proceed. 8.2

PROGRESS AND COMPLETION

8.2.1 Contractor agrees that the Contract Time is reasonable for performing the Work and that Contractor is able to perform the Work within the Contract Time. .1

The Construction Schedule may reflect a period of performance that is shorter than the Contract Time; provided however, that the difference shall be deemed as float and nothing in this Paragraph or in any other provision of the Contract Documents shall be construed as creating any contractual right, express or implied, on the part of Contractor to finish the Project earlier than the Contract Time and under no circumstances shall City be liable to Contractor for any costs, damages or compensation due to the inability of Contractor to complete the Work earlier than the Contract Time, regardless of the cause, including, without limitation, acts or omissions (intentional or negligent) of City.

.2

Contractor has included in its Bid price the costs of all Contractor and Subcontractor overhead (direct and indirect) for the entire duration of the Contract Time. The above costs are included in Contractor’s Bid notwithstanding Contractor's anticipation of completion in fewer days than established by the Contract Time.

.3

No increase in the Contract Sum shall be made or granted for Delay if Contractor completes the Work before expiration of the Contract Time.

.4

No reduction in the Contract Sum shall be made nor will Contractor be required to remain on the Project Site if the Work is completed before expiration of the Contract Time.

.5

The Construction Manager will schedule and hold weekly progress meetings and other meetings to be required by progress of the Work as determined by the Construction Manager. Contractor and/or Contractor's designee shall be present at each meeting. Contractor may also be required to request attendance by representatives of Contractor’s suppliers, manufacturers and Subcontractors.

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8.2.2 Except by agreement or instruction of City in writing, Contractor shall not commence operations on the Site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by Contractor. Contractor’s obligations to commence the Work and to complete the Work within the Contract Time shall not be changed by the effective date of such insurance. 8.2.3 Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. If City determines and notifies Contractor that Contractor’s progress is such that Contractor will not complete the Work within the Contract Time, Contractor shall, immediately and at no additional cost to City, take all measures necessary, including working such overtime and additional shifts (other than City’s normal working hours of 8:00 AM to 6:00 PM, Monday through Friday and 9:00 AM to 6:00 PM on Saturday), to ensure that the Work is Substantially Completed within the Contract Time. Upon receipt of such notice from City, Contractor shall immediately respond in writing setting forth a detailed plan for accelerating the Work in a manner acceptable to City. Contractor shall not be entitled to any reimbursement or payment of costs, expenses or damages incurred as a result of an acceleration of the Work. City may also take all necessary measures to prevent the need for subsequent accelerations of the Work. Contractor shall reimburse City, or City may withhold from payment due to Contractor, sums expended by City to perform such measures. 8.2.4. During unfavorable weather, wet ground or other unsuitable construction conditions, Contractor shall confine the operations to Work that will not be affected adversely by such conditions. No portion of the Work shall be constructed under conditions which would affect adversely the quality thereof or be detrimental to the quality of water discharges, unless special means or precautions are taken by Contractor to perform the Work in a proper and satisfactory manner. 8.3

CONSTRUCTION HOURS

Work shall be performed during the hours of 8:00 AM to 6:00 PM Monday through Friday and 9:00 AM to 6:00 PM on Saturday, unless otherwise specified in the Special Provisions or approved in writing by the City Engineer. Construction is prohibited on Sundays and holidays defined in Section 8.4 below. 8.4

HOLIDAYS

No work may be performed on the City holidays identified: January 1 (New Year’s Day) Third Monday in January (Martin Luther King Day) Third Monday in February (Washington’s Birthday) Last Monday in May (Memorial Day) July 4 (Independence Day) First Monday in September (Labor Day) Second Monday in October (Columbus Day) November 11 (Veteran’s Day) Fourth Thursday in November (Thanksgiving Day) Day after Thanksgiving December 25 (Christmas Day) In the event that any of the aforementioned days falls on a Sunday, the following Monday shall be considered a holiday. In the event that any of the above days falls on a Saturday, then the preceding Friday shall be considered a holiday.

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8.5

DELAY

8.5.1 Contractor may request an extension of the Contract Time for an Excusable Delay or a Compensable Delay, subject to the following: .1

In order to avoid double counting concurrent Delays, if an Excusable Delay and a Compensable Delay occur concurrently, the maximum extension of the Contract Time shall be the number of days from the commencement of the first Delay to the cessation of the Delay which ends last.

.2

If an Unexcused Delay occurs concurrently with either an Excusable Delay or a Compensable Delay, the maximum extension of the Contract Time shall be the number of Days, if any, by which the Excusable Delay or the Compensable Delay exceeds the Unexcused Delay.

.3

If an Unexcused Delay occurs concurrently with both an Excusable Delay and a Compensable Delay, the maximum extension of the Contract Time shall be the number of Days, if any, by which the number of Days of Excusable Delay, as determined pursuant these General Conditions, exceeds the number of Days of the Unexcused Delay.

8.5.2 As a condition precedent to Contractor's right to an extension of Time adjusting the Contract Time and the Contract Sum for Compensable Delay, Contractor must provide written notice to City within ten (10) Days of the date that Contractor learned of the Delay or should have learned of the Delay in exercise of diligence and reasonable care, setting forth: (i)

A description of the Delay;

(ii)

A statement that the Delay is critical to completion; and

(iii)

The probable effect of the Delay in terms of the number of Days' extension Contractor believes are required to the Contract Time.

The written notice required by this Paragraph is necessary for City to adequately monitor the progress of the Work, to differentiate between critical and non-critical Delays, and to prioritize its actions in a manner that is appropriately targeted to mitigate the effect of Delays. Accordingly, Contractor’s failure to provide written notice in the manner required by this Paragraph 8.5.2 shall constitute Contractor’s waiver of the right to an adjustment of the Contract Sum and Contract Time on account thereby, regardless of whether the circumstances of the Delay may have been known or suspected by City or the Construction Manager and that no other form of notice (including, without limitation, meeting minutes, log entries or schedule updates) shall suffice as constituting notice to City in accordance with this Paragraph 8.5.2. 8.5.3 Adequate supporting data for a request for extension of time shall include both of the following: (i) (ii)

All relevant scheduling data including a Fragnet, and A detailed, event-by-event description of the impact of each event on completion of Work. Documentary support for any related increase in the Contract Sum must include both of the following: (a) A detailed cost breakdown, and (b) Supporting cost data in such form and including such information and other supporting data as required for submission of Change Order Requests.

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8.5.4 City may order Changes, whether or not resulting in Extra Work and regardless of the extent and number of Changes, or may suspend the Work. 8.5.5 The determination of whether a Delay is an Excusable Delay, Compensable Delay or Unexcused Delay shall not be affected by the fact that any earlier Delay occurred, regardless of fault or causation. 8.5.6

All time limits stated in the Contract Documents are of the essence.

8.5.7 Excusable Delay means any Delay to the path of activities that is critical to Substantial Completion of the Work within the Contract Time caused by conditions beyond the control or foreseeability, and without the fault or negligence of Contractor or its Subcontractors, such as, but not limited to: war, embargoes, fire, unavoidable casualties, unusual delays in transportation, national emergency, and stormy and inclement weather conditions that are unusual and unseasonable and in which the Work cannot continue. Without limitation to the foregoing, the financial inability of Contractor or any Subcontractor, shall not be deemed conditions beyond Contractor's control or foreseeability. Contractor may claim an Excusable Delay only if all Work on a critically scheduled activity is stopped for more than six (6) hours of a normal eight (8) hour work day, or if three to six hours are lost in one work day, then it may be claimed for one-half day. 8.5.7.1 Excusable Delay does not include Delay caused by weather conditions which are normal for the location of the Project, as determined by weather records for the preceding five (5) year period. 8.5.7.2 Excusable Delay does not include Delay caused by Contractor’s failure to order equipment and materials sufficiently in advance of the time needed for the Work. 8.5.7.3 Excusable Delay does not include Delay caused by Contractor’s failure to provide adequate notification to utility companies for connections or services necessary for the timely performance and completion of the Work. 8.5.7.4 Excusable Delay does not include Delay caused by foreseeable conditions Contractor could have ascertained from reasonably diligent inspection of the Site and/or review of the Contract Documents. 8.5.8 Compensable Delay means any Excusable Delay to the path of activities that is critical to Contractor’s Substantial Completion of the Work within the Contract Time, which Delay is all of the following: (i) Solely due to acts or omissions within the City’s control, including but not limited to Changes requested by City that involve Extra Work;

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(ii) Not due, in whole or in part, to the fault or negligence or breach of Contractor or any Subcontractor; and (iii)

Not concurrent with another Excusable Delay or any Unexcused Delay.

8.5.9 Compensation for delay shall be limited to actual, direct, reasonable, and substantiated Project costs, and shall not include home office overhead, or markup for overhead and profit. ARTICLE 9 – PAYMENTS AND COMPLETION 9.1

SCHEDULE OF VALUES

Within thirty (30) Days after signing the Contract, but in any event not later than fourteen (14) Days following receipt of the Notice to Proceed, Contractor shall submit to City through the Construction Manager a Schedule of Values reflecting cost breakdown of the Contract Sum in a form approved by the Construction Manager. The Schedule of Values shall itemize as separate line items the cost of each scheduled Work activity and all other costs, including warranties, Record Documents, insurance, bonds, overhead and profit, the total of which shall equal the Contract Sum and shall be made out in a form approved by the Construction Manager. The Schedule of Values, when approved by City, shall become the basis for determining the cost of Work requested on Contractor's Applications For Payment. Contractor shall submit a statement based upon this breakdown, and if required, itemized in such form and supported by such evidence as the Construction Manager may direct, showing Contractor's right to the payment claimed. 9.2

PROGRESS PAYMENT

9.2.1 City shall retain five percent (5%) of the undisputed amount due on each progress payment, or the percentage stated in the Notice Inviting Bids, whichever is greater, as retention to ensure full and complete performance of the Work. Subject to City’s right of withholding under Paragraph 9.4.2 of these General Conditions, City agrees to pay to Contractor within thirty (30) Days of receipt of a properly submitted Application for Payment an amount equal to ninety-five percent (95%), or a lesser amount if corresponding to a higher retention percentage, if applicable, of the sum of the following, excepting therefrom any amounts which are disputed by City: (i)

Construction Manager’s determination of the value, expressed as a percentage of the Contract Sum, of the Work in permanent place that has been tested and accepted as of the end of the preceding month.

(ii)

Construction Manager’s determination of the value of materials suitably stored but not yet incorporated into the Work, subject to Paragraph 9.3.6 of these General Conditions.

(iii)

Less amounts previously paid.

9.2.2 At any Time after fifty percent (50%) of the Work has been determined by Construction Manager to be completed, City may in its sole discretion, make any of the remaining progress payments in accordance with the calculation in Paragraph 9.2.1 of these General Conditions based on one hundred percent (100%) of City’s determination of the value of the Work in place and of stored materials not yet incorporated into the Work. 9.2.3 Progress payments shall not be construed as City's Acceptance of any or all of the Work and shall not be a waiver of any or all rights City has under the Contract Documents.

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9.3

APPLICATION FOR PAYMENT

9.3.1 At the end of each month, Contractor shall submit to City an itemized Application for Payment, requesting payment for Work as of the end of that month that is calculated in accordance with the formula for payment set forth in Paragraph 9.2.1 of these General Conditions. The Application for Payment shall be prepared: (i)

Utilizing the format as designated by City or the Construction Manager.

(ii)

Itemized in accordance with the Approved Schedule of Values.

(iii)

Showing the results of a successful system test (for example a pressure test for gas project) of the system installed or completed in the pay period covering the Application for Payment.

(iv)

Including such data substantiating Contractor's right to payment as City may reasonably require, such as invoices, payrolls, daily time and material records, and, if securities are deposited in lieu of retention pursuant to Section 9.5, a certification of the market value of all such securities as of a date not earlier than five (5) Days prior to the date of the Application for Payment.

(v)

Showing itemized amounts for Change Orders, Modifications and retention.

9.3.2 Applications for Payment shall not include requests for payment on account of increases to the Contract Sum which have not been authorized by Change Orders or amounts Contractor does not intend to pay a Subcontractor because of a dispute or other reason. 9.3.3 following:

If required by City, an Application for Payment shall be accompanied by all of the

(i)

A summary showing payments that Contractor will make to Subcontractors covered by such application.

(ii)

Conditional waivers and releases of claims and stop notices from Contractor and each Subcontractor and Sub-subcontractor, of every Tier, listed in the current Application for Payment covering sums requested in the current Application for Payment.

(iii)

Unconditional waivers and releases of claims and stop notices, from Contractor and each Subcontractor and Sub-subcontractor, of every Tier, listed in the preceding Application for Payment covering sums disbursed pursuant to that preceding Application for Payment.

9.3.4 Contractor warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payment has been received from City, shall be free and clear of all claims, stop notices, security interests and encumbrances in favor of Contractor or Subcontractors or other persons or firms entitled to make claims by reason of having provided labor, materials or equipment relating to the Work.

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9.3.6 At the sole discretion of City, the Construction Manager may approve for inclusion in Contractor’s Application for Payment the cost of materials to be incorporated in the Work but not yet incorporated in the Work and already delivered and suitably stored either at the Site or at some other appropriate location acceptable to City. In such case, Contractor shall furnish evidence satisfactory to City:

(i)

Of the cost of such materials.

(ii) That such materials are under the exclusive control of Contractor, or if not, that title to the materials is in City’s name, free of any lien or encumbrance and that the materials are safely and suitably stored in a bonded warehouse with appropriate insurance coverage satisfactory to City to cover any Loss. (iii)

Photographs of such materials if requested by the City.

Any payment pursuant to this Paragraph shall not be construed as an inspection or acceptance of the materials nor shall it relieve Contractor of its continuing and sole responsibility for the care and protection of such materials nor shall it relieve Contractor from sole responsibility for any loss or damage to the materials from any cause whatsoever nor act as a waiver of the right of City to require strict fulfillment by Contractor with all terms of the Contract Documents. 9.3.7 City shall have the right, in its sole discretion, to make payments of monies owing to Contractor by means of direct payment to Subcontractors of any unpaid work performed by any Subcontractor or by joint payment to Contractor and to Subcontractors. The making of such payments shall not be construed as the assumption of any obligation on the part of City or as creating any contractual relationship between City and any Subcontractor and shall not relieve Contractor of any of its obligations under the Contract Documents. 9.3.8 If the Contract Sum includes an Allowance from the Bid and the cost of performing the Work covered by that Allowance is greater or less than the amount of that Allowance, the Contract Sum shall be increased or decreased accordingly. 9.4

CERTIFICATE FOR PAYMENT

9.4.1 Approval of all or any part of an Application for Payment may be withheld, a Certificate For Payment may be withheld or all or part of a previous Certificate For Payment may be nullified and that amount withheld from a current Certificate For Payment in order to protect City against actual or threatened loss as a result of any of the following: (i)

Defective Work not remedied or failure to pass required system tests.

(ii) Third-party claims against Contractor or City arising from the acts or omissions of Contractor, or Subcontractors. (iii)

Stop notices.

(iv)

Failure of Contractor to make timely payments due Subcontractors for material or labor.

(v) A reasonable doubt that the Work can be completed for the balance of the Contract Sum then unpaid. (vi)

Damage to City or Separate Contractor for which Contractor is responsible.

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(vii)

Reasonable evidence that the Work will not be completed within the Contract Time.

(viii)

Failure of Contractor to maintain and update As-Built or Record Documents.

(ix) Failure of Contractor to timely submit Construction Schedules, reports, Submittals or their updates as required by the Contract Documents. (x)

Performance of Work by Contractor without Approved Submittals.

(xi)

Liquidated or actual damages assessed in accordance with the Construction Contract.

(xii)

Any other failure of Contractor to perform an obligation under the Contract Documents.

9.4.2 Subject to the withholding provisions of Paragraph 9.4.2 and when any or all of the noted deficiencies or others have been removed, City shall pay Contractor the amount set forth in the Certificate for Payment in accordance with its normal disbursement procedures. 9.4.3 Neither City nor the Construction Manager shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by Law. 9.4.4 Neither a Certificate for Payment nor any payment (progress or final) shall be construed as a waiver of any rights arising from Defective Work. 9.4.5 City may, at any time, require that payment of any undisputed amount is contingent upon Contractor furnishing City with a release of all claims against City which are related to those undisputed payments. Any disputed amount may be expressly excluded from such release. 9.4.6 The City may require a tri-party agreement among the City, the Contractor, and the Contractor's surety as a condition to making full progress payments if the Work is behind schedule, in order to avoid exoneration of the surety bond or impairment of the surety's security. 9.5

DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RETENTION INTO ESCROW

9.5.1 At the request and expense of Contractor, a substitution of securities may be made as found in Government Code Section 16430 and as authorized by the Public Contract Code Section 22300 in lieu of monies retained by City under Section 9.2 of these General Conditions to ensure performance under the Contract Documents. Securities equivalent in value to the retention amount required by the Contract Documents for each Certificate For Payment shall be deposited by Contractor with a state or federally chartered bank in the State of California ("Escrow Agent"), which shall hold such securities pursuant to the escrow agreement referred to in Paragraph 9.5.3 until Final Payment is due in accordance with Section 9.8. Securities shall be valued as often as conditions of the securities market warrant, but in no case less than once per month. Contractor shall deposit additional securities so that the current market value of the total of all deposited securities shall be at least equal to the total required amount of retention. 9.5.2 Alternatively to Paragraph 9.5.1 of these General Conditions, and at the request and expense of Contractor, City shall deposit retention directly with the Escrow Agent. Contractor may direct the investment of such deposited retention into interest bearing accounts or securities, and such deposits or securities shall be held by the Escrow Agent upon the same terms provided for securities deposited by Contractor.

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9.5.3 A prerequisite to the substitution of securities in lieu of retention or the deposit of retention into escrow shall be the execution by Contractor, City, and the Escrow Agent of an Escrow Contract for Deposit of Securities in Lieu of Retention and Deposit of Retention forms provided by City. The terms of such escrow agreement are incorporated into the requirements of this Section 9.5. 9.5.4 Release of funds or securities from escrow to Contractor shall be made upon receipt by Escrow Agent of written notification by City that the Contractor has complied with all requirements and procedures applicable to the Contract. 9.5.5 City has the right to draw upon the securities in the event of default by Contractor, as determined by City pursuant to the provisions of these Contract Documents. Within seven (7) days following receipt of the City’s written notice of such default, Escrow Agent must immediately convert the securities to cash and distribute the cash as instructed by City. 9.6

BENEFICIAL OCCUPANCY

9.6.1 City reserves the right, at its option and convenience, to occupy or otherwise make use of all or any part of the Work, at any time prior to issuing the Certificate of Substantial Completion, upon seven (7) Days notice to Contractor. Such occupancy or use is herein referred to as "Beneficial Occupancy." Beneficial Occupancy shall be subject to the following conditions: .1

City, Design Consultant and Construction Manager will make an inspection of the portion of the Work to be beneficially occupied and prepare a list of items to be completed or corrected prior to issuing the Certificate of Substantial Completion.

.2

Beneficial Occupancy by City shall not be construed by Contractor as Acceptance by City of that portion of the Work which is to be occupied. City may, however, at its sole option, relieve Contractor of Contract requirements to protect Work being beneficially occupied by City where such relief is specifically designated by City in writing.

.3

Beneficial Occupancy by City shall not constitute a waiver of City’s right to assess liquidated damages as otherwise provided in these Contract Documents.

.4

Contractor shall provide, in the areas beneficially occupied and on a continual basis (if required), utility services, heating, and cooling for systems which are in operable condition at the time of Beneficial Occupancy. All responsibility for the operation and maintenance of equipment shall remain with Contractor while the equipment is so operated. Contractor shall submit to City an itemized list of each piece of equipment so operated with the date operation commences.

.5

The Guarantee to Repair Periods, as defined in Section 12.2 of these General Conditions, will commence upon the first dates of actual occupancy or use of portions of the Work to which the City has taken Beneficial Occupancy and to equipment or systems fully utilized.

.6

City shall pay all normal operating and maintenance costs resulting from its use of equipment in areas beneficially occupied.

.7

City shall pay all utility costs which arise out of the Beneficial Occupancy.

.8

Contractor shall not be responsible for providing security in areas beneficially occupied.

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9.7

.9

City shall use its best efforts to prevent its Beneficial Occupancy from interfering with the conduct of Contractor's remaining Work.

.10

Contractor shall not be required to repair damage caused by City in its Beneficial Occupancy.

.11

Except as provided in this Section 9.6 of these General Conditions, there shall be no added cost to City due to Beneficial Occupancy.

.12

Contractor shall continue to maintain all insurance required by the Contract in full force and effect.

SUBSTANTIAL COMPLETION

9.7.1 When Contractor gives notice to City that the Work, or portion thereof designated by City for separate delivery, is Substantially Complete, unless City determines that the Work or designated portion thereof is not sufficiently complete to warrant an inspection to determine Substantial Completion, Design Professional or Construction Manager will inspect the Work, or such designated portion thereof, and prepare and give to Contractor a comprehensive list of items, if any, to be completed or corrected before establishing Substantial Completion. Contractor shall promptly proceed to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of Contractor to complete all Work in accordance with the Contract Documents. City will then make a further inspection to determine whether the Work or such designated portion thereof is Substantially Complete. If City's inspection discloses any item, whether or not included on the list, which must be completed or corrected before Substantial Completion, Contractor shall, before City’s issuance of the Certificate of Substantial Completion, complete or correct such item. Contractor shall then submit a request for another inspection by City to determine Substantial Completion. 9.7.2 When City determines that the Work or such designated portion thereof is Substantially Complete, City will prepare a Certificate of Substantial Completion on City's form, which when signed by City shall establish the date of Substantial Completion and the responsibilities of City and Contractor for security, maintenance, heat, utilities, insurance, completion of minor items and correction or repair of the Work or such designated portion thereof. Unless otherwise provided in the Certificate of Substantial Completion, the Guarantee To Repair Period for the Work (which is defined in Article 12, Section 12.2.1), or such designated portion thereof covered by the Certificate of Substantial Completion, excluding any systems provided by Separate Contractors which are not yet fully operational or accepted by City, shall commence on the date of Substantial Completion of the Work or such designated portion thereof. The Guarantee To Repair Period for systems which become fully operational or Accepted subsequent to Substantial Completion will begin on the later of the date they are operational or Acceptance of the Project by City. 9.8

FINAL COMPLETION AND FINAL PAYMENT

9.8.1 Upon receipt of notice from Contractor that the Work is ready for final inspection, City will make such inspection. City will file a notice of completion with the County Clerk within ten (10) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the City may release the final retention provided the requirements in this paragraph are met.

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9.8.2 Without limitation to any other provisions of the Contract Documents, before Final Payment (including release of undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall have completed the Work in accordance with the Contract Documents and all applicable standards of care and the following requirements of the Contract Documents must be fulfilled by Contractor: (i)

The submittal of an application for Final Payment, together with supporting documentation, as required by Section 9.3 of these General Conditions.

(ii)

Completion and delivery by Contractor to City of all required written guarantees, warranties, operation and maintenance manuals, As-Built Documents and other Record Documents, drawings, schedules, certificates and such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements.

(iii)

Delivery by Contractor to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California.

(iv)

Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site.

(v)

Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts.

(vi)

If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the Final Payment or require the Contractor to supply a stop notice release bond in the amount of 125% of the stop notice amount from a Surety acceptable to the City.

9.8.3 For purposes of determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all Claims, except those previously made in writing and identified by Contractor as unsettled at the time of the Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

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ARTICLE 10 – PROTECTION OF PERSONS AND PROPERTY 10.1

SAFETY PRECAUTIONS AND PROGRAMS

10.1.1 Contractor shall be solely and completely responsible for initiating, maintaining and supervising all safety precautions and programs on the Site in connection with the performance of the Construction Contract, including safety of all persons for the duration of the Work, on a 24-hour day, 7day week basis. 10.1.2 Prior to the start of construction, Contractor shall submit to Construction Manager a copy of Contractor's safety program for the Project. A copy of this program shall be maintained on Site at all times. The safety program shall include, at a minimum:

10.2

(i)

Management policy, illness and injury prevention program (as described below).

(ii)

Safety meetings.

(iii)

Accident investigation.

(iv)

Basic accident causes.

(v)

Safety inspection check list.

(vi)

Fire prevention and control.

(vii)

Report forms.

(viii)

Employee safety manual.

SAFETY OF PERSONS AND PROPERTY

10.2.1 The Contractor shall be solely and completely responsible for job site conditions and safety during the life of the contract. This obligation shall include the safety of all persons within or affected by the line of construction and all private property affected by the work 10.2.2 At its sole expense, Contractor shall furnish, erect and maintain such temporary fences, barricades, signs, lights, ramps, and temporary construction of whatever nature as may be necessary to provide access to abutting properties and to warn the public of the work in progress and of any dangerous conditions as may exist due to the work in progress. The Contractor's responsibility shall be continuous and not be limited to working hours or days, and shall not cease until formal acceptance of the work by the City except that if the City should make partial acceptance of the work, the Contractor's responsibility for the portion of the work so accepted shall thereupon cease, except for latent errors in the work or faulty construction. 10.2.3 The duty of the Construction Manager, its agents, or employees, to conduct construction review of the Contractor's performance and operations is not intended to, and does not include review of or responsibility for the adequacy of the Contractor's safety measures and procedures in, on, or adjacent to the site of the Work.

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10.2.4 Contractor shall protect persons and property on the Site at all times. Contractor shall have available at the Site copies or suitable extracts of "Construction Safety Orders" and "General Industrial Safety Orders" issued by the California Division of Industrial Safety. Contractor shall comply with provisions of these and all other applicable laws, ordinances, and regulations. 10.2.5 Contractor shall immediately respond to notice from City of unsafe conditions, shall take adequate precautions for safety of persons on the Site, and shall provide adequate protection to prevent injury or Loss to the following: (i)

Employees involved in the Work and other persons who may be affected thereby.

(ii)

The Work in place and materials and equipment to be incorporated therein, whether in storage on or off the Site, under care, custody, or control of Contractor or Subcontractors.

(iii)

Other property at the Site and adjoining property(ies).

10.2.6 Contractor shall promptly remedy damage and Loss (other than damage or Loss insured under property insurance required by the Contract Documents) to property caused in whole or in part by Contractor or its Subcontractors or anyone for whose acts they may be liable and for which Contractor is responsible. 10.2.7 Contractor shall erect and maintain, as required by existing conditions and performance of the Work, adequate safeguards for safety and protection of persons and property, including providing adequate lighting and ventilation, posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 10.2.8 When use or storage of hazardous materials, equipment, or unusual methods are necessary for execution of the Work, Contractor shall exercise the utmost care and carry on such activities only under the supervision of properly qualified personnel. 10.2.9 Contractor shall be required to provide at the Site a member of Contractor's organization, typically the Superintendent, whose responsibility it shall be to provide instruction to persons present on the Site about prevention of accidents and overall jobsite safety. Contractor shall notify City in writing if Contractor replaces the person responsible for safety. 10.2.10 Contractor shall be responsible for locating, providing, and coordinating the storage and staging of materials and equipment on-Site and off-Site and shall not load/store or permit any part of the Work on the Site to be loaded/stored so as to endanger the safety of persons or property. 10.2.11 Contractor shall protect its materials and the Work from damage in a manner satisfactory to City and shall make good, without charge to City, all damage due to negligence in providing proper protection. 10.2.12 Contractor shall take necessary precautions to guard against and eliminate possible fire hazards and to prevent damage to the Work, building materials, equipment, temporary field offices, storage sheds and public and private property. the Site.

10.2.13 Contractor shall not permit the possession or use of alcohol or controlled substances on

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10.2.14 Explosives may be used only when authorized in writing by City. Explosives shall be handled, used and stored in accordance with applicable regulations. 10.3

EMERGENCIES

In an emergency affecting the safety of persons or property, Contractor shall immediately act to prevent or minimize damage, injury or loss. Contractor shall immediately notify the Construction Manager and City, which notice may be oral, followed within twenty-four (24) hours after occurrence of the incident by written confirmation, of the occurrence of such an emergency and Contractor's action. 10.4

TRENCH SAFETY

In accordance with the California Labor Code, where the work will involve trenches five feet or more in depth and the estimated or bid cost of excavation is in excess of $25,000, the Contractor shall submit to and receive from the City of Palo Alto, or its designee, the acceptance of a detailed plan showing design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazards of caving ground. Such plan shall be submitted at least five (5) days before the Contractor intends to begin work on the trenches. If such plan varies from the shoring system standards established by the Construction Safety Orders of the State of California Division of Industrial Safety, the plan shall be prepared by a registered civil or structural engineer. The Contractor shall not use shoring, sloping, or protective systems less effective than that required by the Construction Safety Orders of the Division of Industrial Safety. The City shall not be responsible or liable for the safety of such trenching or trenching plans. Whenever the work called for on these plans or contract documents involves the construction of a pipeline, sewer, sewage disposal system, boring and jacking pits, or similar trenches or excavations, which are five feet or deeper, bidder shall include as a bid item, the cost of design and construction of adequate sheeting, shoring, and bracing, or equivalent method, for the protection of life or limb, which shall conform to applicable safety orders.

ARTICLE 11 – INSURANCE AND BONDS 11.1

CONTRACTOR'S INSURANCE

11.1.1 Contractors to the City, at their sole expense, shall for the term of the Contract obtain and maintain insurance in the amounts for the coverage specified below, or as modified by the Special Provisions (if applicable), 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.

REQUIRED YES YES

TYPE OF COVERAGE WORKER’S COMPENSATION EMPLOYER’S LIABILITY

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YES

GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY

AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED

YES

PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE

BODILY INJURY

$1,000,000

$1,000,000

PROPERTY DAMAGE

$1,000,000

$1,000,000

BODILY INJURY & PROPERTY DAMAGE COMBINED.

$1,000,000

$1,000,000

BODILY INJURY EACH PERSON EACH OCCURRENCE

$1,000,000 $1,000,000 $1,000,000

$1,000,000 $1,000,000 $1,000,000

PROPERTY DAMAGE

$1,000,000

$1,000,000

BODILY INJURY AND PROPERTY DAMAGE, COMBINED

$1,000,000

$1,000,000

ALL DAMAGES

$1,000,000

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

YES

I.

INSURANCE COVERAGE MUST INCLUDE: A.

A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND

B.

A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

C.

DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.

II.

CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

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.

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 ISSUING COMPANY SHALL

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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 NONPAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303

11.1.2 Contractor shall furnish City with the certificates of insurance and with original endorsements affecting coverage required under this Contract within ten (10) business days following issuance of the Notice of Award. The certificates and endorsements for each insurance policy shall be signed by a person who is authorized by that insurer to bind coverage on its behalf. 11.1.3 Subcontractors: Contractor shall include all Subcontractors and as insureds under its policies, or shall furnish separate certificates and endorsements for each Subcontractor in compliance with this Article. All coverages for Subcontractors shall be subject to all of the requirements stated herein. 11.1.4 At the request of City, Contractor shall submit to City copies of the policies obtained by Contractor. In the event Contractor does not comply with these insurance requirements, City may, at its option, provide insurance coverage to protect City; and the cost of such insurance shall be paid by Contractor and may be deducted from the Contract Sum. 11.1.5 Manager. 11.2

The requirements of this Section may only be modified in writing by the City’s Risk

BOND REQUIREMENTS

11.2.1 Within ten (10) Days after the issuance of the Notice of Award and prior to commencing Work on the Project, Contractor shall file with City good and sufficient Labor and Material Payment and Performance Bonds each in the amount of 100% of the Contract Sum. The bonds shall be in substantially the same form as contained in this IFB Packet or such other form as required by City and shall be signed by both Contractor and Surety and properly notarized. Should any bond required hereunder or any surety on such bond become or be determined by City to be insufficient, it shall be replaced within ten (10) Days by a bond that fully complies with the requirements of this Section 11.2. No further payments to Contractor for Work performed shall be made or due until Contractor has fully complied with the requirements of this Section 11.2. 11.2.2 The Payment Bond shall remain in effect at least until the time for filing a claim on a stop notice has expired pursuant to the California Civil Code. The Performance Bond provided by Contractor shall remain in effect for the duration of the period of all warranties required by the Contract Documents and shall assure faithful performance of all Contractor’s obligations under the Contract Documents, including, without limitation, all obligations that survive Final Completion or termination, such as, but not limited to Contractor’s warranty and indemnity obligations.

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11.2.3 Contractor shall promptly furnish such additional security as may be required by City to protect its interests and those interests of persons or firms supplying labor or materials to the Work. 11.2.4 Surety companies used by Contractor shall be, on the date the Contract is signed by City and at all times while the bonds are in effect, either California Admitted Sureties or listed in the latest published United States Treasury Department list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies and either have a current A.M. Best A VIII rating or be an admitted surety that meets the requirements of Code of Civil Procedure Section 995.660. 11.2.5 Contractor. 11.2.6

The premiums for all Bonds are included in the Contract Sum and shall be paid by The bonds shall name City as obligee.

11.2.7 Change Orders, Field Orders, Modifications, Changes in the Work and adjustments in the scope of Work Contract Sum or Contract Time shall in no way release or exonerate Contractor or its sureties from their obligations and notice thereof shall be waived by such sureties. 11.2.8 City and the Construction Manager shall have the right to communicate with Contractor’s sureties with respect to matters that are related to Contractor’s performance of its obligations under the Contract Documents. Contractor shall be provided with a copy of all such written communications. Such communications shall not create or be interpreted as creating any contractual relationship between City or the Construction Manager and any such surety. 11.2.9 In the event of a significant (15% or more) increase in Contract Sum, replacement bonds totaling the new Contract Sum may be required by City. ARTICLE 12 – DEFECTIVE WORK 12.1

UNCOVERING OF WORK

12.1.1 If a portion of the Work is covered contrary to Construction Manager’s request or direction, or contrary to the requirements of the Contract Documents, it must, if required in writing by City, be uncovered for City's observation and be replaced at Contractor's expense without adjustment of the Contract Time or the Contract Sum. 12.1.2 If a portion of the Work has been covered, which is not required by the Contract Documents to be observed or inspected prior to its being covered and which City has not specifically requested to observe prior to its being covered, City may request to see such Work and it shall be uncovered and replaced by Contractor. If such Work is in accordance with the Contract Documents, the costs of uncovering and replacing the Work shall be added to the Contract Sum by Change Order; and if the uncovering and replacing of the Work extends the Contract Time, an appropriate adjustment of the Contract Time shall be made by Change Order. If such Work is not in accordance with the Contract Documents, Contractor shall pay such costs and shall not be entitled to an adjustment of the Contract Time or the Contract Sum. 12.2

CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD

12.2.1 In addition to any specific warranty mentioned in these Contract Documents, the Contractor shall guarantee that all material, apparatus, equipment, and workmanship used, installed, or incorporated in the work is free from defects, and agrees to replace at no expense to the City any and all Invitation for Bid (IFB) Package PART 5 – GENERAL CONDITIONS

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defective Work or materials which become evident within one (1) year (“Guarantee To Repair Period”), unless a longer period of time is specified in the Special Provisions and Technical Specifications, commencing as follows: (i)

For any Work not described as incomplete in the Certificate of Substantial Completion, on the date of Substantial Completion.

(ii)

For space beneficially occupied or for separate systems fully utilized prior to Substantial Completion pursuant to Section 9.6, from the first date of such Beneficial Occupancy or actual use, as established an appropriate written authorization for Beneficial Occupancy.

(iii)

For all Work other than (I) or (ii) above, from the date of filing of notice of completion pursuant to Section 9.8 above.

12.2.2 Contractor shall (i) correct Defective Work that becomes apparent during the progress of the Work or during the Guarantee To Repair Period and (ii) replace, repair, or restore to City's satisfaction any other parts of the Work and any other real or personal property which is damaged or destroyed as a result of Defective Work or the correction of Defective Work, without any expense whatsoever to City. City will give notice of observed Defective Work with reasonable promptness, and Contractor shall promptly commence such correction, replacement, repair or restoration upon notice from City, but in no case later than seven (7) Days after receipt of such notice. Contractor shall diligently and continuously prosecute such correction to completion. Contractor shall bear all costs of such correction, replacement, repair, or restoration and all Losses resulting from such Defective Work, including additional testing, inspection and compensation for City's or City's services and expenses. Contractor shall perform corrective Work at such times that are acceptable to City and in such a manner as to avoid, to the extent practicable, disruption to City's activities. Ordinary wear and tear, unusual abuse or neglect are excepted from this guarantee. Contractor shall notify City upon completion of repairs. 12.2.3 If immediate correction of Defective Work is required for life safety or the protection of property or, if in the opinion of City, Defective Work creates a dangerous condition or requires immediate corrections or attention to prevent further Loss to City or to prevent interruption of operations of City, City will attempt to give immediate notice to Contractor. If Contractor cannot be contacted or does not comply with City's request for correction within a reasonable time as determined by City, City or Separate Contractors under City's direction, may, notwithstanding the provisions of this Article, proceed to make such corrections or provide such attention; and the costs of such correction or attention shall be charged against Contractor. Such action by City will not relieve Contractor of the guarantees provided in this Article or elsewhere in the Construction Contract. Contractor shall replace, repair or restore to City's satisfaction any other parts of the Work and any other real or personal property, which is damaged or destroyed as a result of such Defective Work or the correction of such Defective Work. 12.2.4 Contractor shall promptly remove from the Site those portions of the Work and materials which are not in accordance with the Contract Documents and which are neither corrected by Contractor nor accepted by City. 12.2.5 If Contractor fails to commence correction of Defective Work within seven (7) Days as required in Section 12.2.3 after notice from City or fails to diligently prosecute such correction to completion, City may correct the Defective Work in accordance with Section 2.4; and, in addition, City may remove the Defective Work and store salvageable materials and equipment at Contractor's expense.

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12.2.6 If Contractor fails to pay the costs of such removal and storage as required by Paragraphs 12.2.4 and 12.2.5 within seven (7) Days after written demand, City may, without prejudice to other remedies, sell such materials at auction or at private sale or otherwise dispose of such material. Contractor shall be entitled to the proceeds of such sale, if any, in excess of the costs and damages for which Contractor is liable to City, including compensation for City's services and expenses. If such proceeds of sale do not cover costs and damages for which Contractor is liable to City, the Contract Sum shall be reduced by such deficiency. If there are no remaining payments due Contractor or the remaining payments are insufficient to cover such deficiency, Contractor shall promptly pay the difference to City. 12.2.7 Contractor's obligations under this Article are in addition to and not in limitation of its warranty under Section 3.5 or any other obligation of Contractor under the Contract Documents. Enforcement of Contractor's express warranties and guarantees to repair contained in the Contract Documents shall be in addition to and not in limitation of any other rights or remedies City may have under the Contract Documents or at law or in equity for Defective Work. Nothing contained in this Article shall be construed to establish a period of limitation with respect to other obligations of Contractor under the Contract Documents, which may be longer specified periods. Establishment of the Guarantee To Repair Period relates only to the specific obligation of Contractor to correct the Work and in no way limits either Contractor's liability for Defective Work or the time within which proceedings may be commenced to enforce Contractor's obligations under the Contract Documents. 12.3

ACCEPTANCE OF DEFECTIVE WORK

Notwithstanding the provisions of Section 12.2 of these General Conditions, City shall have the option, at its sole discretion and by notice to Contractor, to accept Defective Work instead of requiring its removal or correction, in which case the Contract Sum shall be reduced by an amount equal to the difference between the value to City the Work would have had were it complete, correct and in conformity with the Contract Documents and the value to City of such Defective Work. Such option shall be exercised solely by notice to Contractor and shall not be implied from any act or omission by City or Construction Manager. If there are no remaining payments of the Contract Sum to be made to Contractor, or if the remaining payments and retention are insufficient to cover the amount of the reduction of the Contract Sum, Contractor shall promptly pay to City the amount of any such deficiency. ARTICLE 13 – STATUTORY REQUIREMENT 13.1

STATE LABOR LAW

Contractor, its agents, and employees shall be bound by and comply with all applicable provisions of the Labor Code and such federal, state and local laws which affect the conduct of the Work. If prevailing wages are required for this Project, copies of the prevailing rate of per diem wages may be obtained at the Purchasing Office of the City of Palo Alto.

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13.2

WORK DAY

Contractor shall not permit any worker to labor more than eight (8) hours during any one (1) Day or more than forty (40) hours during any one (1) calendar week, unless overtime is paid pursuant to Labor Code Section 1861 or except as otherwise permitted by law. Contractor shall forfeit to City, as a penalty, twenty-five dollars ($25.00) for each worker employed in the execution of this Construction Contract by Contractor, or any Subcontractor, for each Day during which such worker is required or permitted to Work more than eight (8) hours in any one (1) Day and forty (40) hours in any one (1) calendar week in violation of the terms of this Paragraph or in violation of the provisions of any law of the State of California. Such forfeiture amounts may be deducted from the Contract Sum. Contractor and each Subcontractor shall keep, or cause to be kept, an accurate record showing the actual hours worked each Day and each calendar week by each worker employed on the Project, which record shall be kept open at all reasonable hours to the inspection of City, its officers and agents, and to the inspection of the appropriate enforcement agency or representative and the State of California.

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FIELD ORDER

CITY OF PALO ALTO DEPARTMENT OF PUBLIC WORKS _____________________________ Project

This Field Order, issued pursuant to Article 7 of the Contract General Conditions directs and authorizes Contractor to proceed with the Work described below. Upon receipt of this Field Order, Contractor shall, within a reasonable time, proceed with the Work described in the Field Order. Unless otherwise stated below, this Field Order shall not be construed as an acknowledgment by City that the Work described constitutes a Change or Extra Work. If Contractor disputes the proposed basis or amount of adjustment to the Contract Sum or Contract Time, it may request to change the disputed portions of this Field Order by submitting a Change Order Request within ten (10) Days following issuance of this Field Order. Failure by Contractor to submit a timely Change Order Request seeking modification of the terms of this Field Order shall be deemed full acceptance of and agreement to all of the terms herein, and a release and waiver of any right to subsequently dispute any or all of the terms of this Field Order. Project Number:

Field Order Number: XXX

Contract Number:

Issuance Date:

Contractor's Name:

Prepared by:

__/__/____

Description of Work: Title:

__________

Ref:

1. City has determined that the above Work: ___ is Extra Work ___ is not Extra Work City has determined that Contractor is: __not entitled to an extension of time __ entitled to an extension of ___ days

1. Consultant shall sign prior to Contractor and return to City. Indicate N/A if not applicable.

Basis of Extra Work Cost: Unit Cost* Lump Sum: $_______________ Time and Materials* Other* *The Contract Sum will be [increased][decreased] by an amount not to exceed: $____________________________

Consultant Approval: Title: Senior Project Manager Date:

2. Contractor shall sign and return to City for City approval signatures.

3. Signature required on all Field Orders.

Contractor Approval: Title: Project Manager Date: ________________________________

City Approval:________________________ Title: Project Manager

4. Division Head signature required for Field Orders exceeding $15,000.

5. Department Head signature required for Field Orders exceeding $25,000.

City Approval: Title: Assistant Director of Public Works

City Approval Title: Director of Public Works

Date:________________________________ Distribution:

[] Contractor [] Consultant

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Date:________________________________

Date:_______________________________ [] Division Head [] Project Manager [] Inspector

[] File

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CHANGE ORDER REQUEST CITY OF PALO ALTO DEPARTMENT OF PUBLIC WORKS

Contract Change Order Request Project Title:

Project No.:

Contract Number:

Date:

Contractor:

Change Order Request No.:

Description of Change Order Request

(Attach additional sheets as needed)

Reason for Change Order Request: Description of Work to be Performed:

Requested Change to Contract Sum:

Request for Extension of Contract Time (check one):



No cost change:



Increase cost by

$

__________



Decrease cost by

$

__________

N/A



No Change to Contract Time



Time Extension Requested for ___ days* o ___ days Excusable Delay o ___ days Compensable Delay



Decrease time by _ days

* Include all information and documentation required by Section 8.5 of the Contract General Conditions

Basis for requested change in cost:

Reference Documents:*



Unit pricing

RFI:



Lump sum: $_____________________________

ASI:



Time and Materials not to exceed: * $_________

Field Order:



Compensable Delay Costs: $________________

Specifications:



Other:___________________________________

Plans: Other: (specify):

* Final value shall not exceed amount shown without additional written CO authorization. Complete Time and Materials Breakdown on following page

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Line

Time and Materials Breakdown (Reference Section 7.2 of General Conditions for Allowable Costs and markup)

Added

Credit

All lines shall be filled in (zero values acceptable) CONTRACTOR’S WORK 1.

Material (attach itemized quantity and unit cost)

2.

Labor (attached itemized hours and rates)

3.

Equipment (attach invoices)

4.

Royalties and Permits

5.

Additional insurance and bond costs, not to exceed two percent (2%) of lines 1-4

6.

Subtotal

7.

Contractor’s markup on work performed by Contactor’s forces, not to exceed ten percent (10%) of line 6

8.

Subtotal for Contractor’s Work (sum of lines 6 and 7) SUBCONTRACTED WORK (Provide separate breakdown for each subcontract)

1

9.

Material (attach itemized quantity and unit cost)

10.

Labor (attach itemized hours and rates)

11.

Equipment (attach invoices)

12.

Royalties and Permits

13.

Additional insurance and bond costs, not to exceed two percent (2%) of lines 9-12

14.

Subtotal

15.

Subcontractor’s markup on work performed by Subcontractor’s forces, not to exceed ten percent (10%) of line 14

16.

Subtotal

17.

General Contractor’s Subcontractor Markup, not to exceed fifteen percent (15%) of line 16

18.

Subtotal for Subcontracted Work (sum of lines 14 and 16)

19.

TOTAL (sum of lines 8 and 18)

Contract Change Order Request – continued CONTRACTOR CERTIFICATION: By signing below, the undersigned Contractor certifies under penalty of perjury that its statements and representations in this Change Order Request are true and correct. Contractor warrants that this Change Order Request is comprehensive and complete with respect to the Change in the Work described herein, and agrees that any costs, expenses, or time extension request, including, but not limited to, compensation for delay, lost productivity, inefficiency, or disruption, which is not included with this Change Order Request, shall be deemed waived. Contractor understands that submission of claims which have no basis in fact or which Contractor knows to be false may violate the False Claims Act, as set forth in Government Code Sections 12650 et seq.

1

Attach additional copies of this page as required to summarize additional subcontracts.

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Submitted by Contractor: Signature: By: Title: Date:

Design Consultant Recommendation By: Title: Date: Recommendation:

Construction Manager Recommendation By: Title: Date: Recommendation:

City Approval – Division Head Signature required on all Change Order Requests By: Title:

Brad Eggleston Assistant Director, Public Works Engineering

Date:

City Approval – Department Head Signature required when any individual Change Order Request exceeds $10,000. By: Title:

Mike Sartor Director of Public Works

Date:

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CONTRACT CHANGE ORDER

CITY OF PALO ALTO DEPARTMENT: PUBLIC WORKS ENGINEERING _____________________________ Project

Contract Change Order # Project Title:

Project No.:

Contract Number:

Date:

Contractor:

Change Order:

Description of Change Order Background Information: Change Order Justification: Description of Work to be Performed: Incorporates Field Order Number(s):

Cost

Time

This Change Order will: 

No cost change:



Increase cost by



Decrease cost by

This Change Order will: N/A



Not change time

$

0.00



$

N/A

Increase time by days o ___ days Excusable Delay o ___ days Compensable Delay



Decrease time by days

G/L account number (s):

The date of completion as of this Change Order is

Basis for change in cost: 

Unit price(s)



Lump sum Time and Materials



Compensation for Compensable Delay



Other:

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Contract Change Order – continued CONTRACTOR CERTIFICATION: By signing below, Contractor agrees that this Change Order constitutes full resolution, settlement, accord and satisfaction with respect to any and all pending or future Claims for cost and extensions of time that were asserted, or that could have been asserted, in connection with the Work covered by this Change Order, as more fully set forth in Article 7 of the Contract General Conditions. FAILURE TO EXECUTE: If Contractor fails to promptly execute this Change Order after it has been submitted for Contractor’s signature, the City may unilaterally approve this Change Order as set forth in Article 7 of the Contract General Conditions. Contractor may dispute the terms of a unilaterally-approved Change Order, in whole or in part, by submitting a Claim in accordance with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order is approved by the City. If Contractor fails to submit a Claim within that 14-day period, with respect to all or part of the unilaterally-approved Change Order, those portions of the Change Order which have not been disputed by timely submission of a Claim shall be deemed to have the same effect as if the Change Order was fully executed by both parties as set forth above. Accepted for Contractor:

Accepted for City of Palo Alto:

By:

By:

Title:

Title:

Date:

Date:

Public Works Engineering - Sr. Project Manager

Description

CO

COR

FO

ASI

PCO No.

Scope of Work Amount

Total for this Change Order

Invitation for Bid (IFB) Package PART 5 – GENERAL CONDITIONS

Reason for Change

$ 0.00

131

Rev. January 2014

Contract Change Order – continued Summary of Amounts Payable Under Contract (For Internal Purposes Only) Original Contract Sum:

$

0.00

Previous Change Orders

$

0.00

This Change Order

$

0.00

Revised Contract Sum:

$

0.00

Original Contract Authorization:

$

0.00

Contingency:

Contract Amendment Authorizations

$

0.00

Contingency added:

Contingency Authorizations:

$

0.00

Used to date

(

Total Authorized Funding:

$

0.00

Balance remaining

0

Compare to:

Change Orders shall not be initiated for Council-approved contracts if the revised Contract Sum exceeds the total authorized funding amount.

Document Preparation By: Title: Date:

City Approval – Division Head Signature required on all Change Orders By : Title :

Brad Eggleston Assistant Director, Public Works Engineering

Date:

City Approval – Department Head: Signature required when any individual Change Order exceeds $10,000. By: Title:

Mike Sartor Director of Public Works

Date:

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Rev. January 2014

SPECIAL PROVISIONS IFB No. 159094

These Special Provisions apply to this Project in addition to the General Conditions. Terms used in these Special Provisions which are defined in the General Conditions have the meanings assigned to them in the General Conditions. SECTION 1 – PROJECT STAFF

At a minimum, the onsite staff assigned to this Project on a full-time basis must include the following positions and required qualifications and experience: Project Manager and an on-site Project Foreman. SECTION 2 – PROJECT SCHEDULE SECTION 3 -- TRAFFIC CONTROL (N/A) SECTION 4 – INSURANCE REQUIREMENTS See insurance limits specified in Article 11 of the General Conditions of the IFB. SECTION 5 – INFORMATION PRIVACY POLICY Vendor awarded the contract shall formally acknowledge and agree to comply with City’s Information Privacy Policy and Vendor awarded the contract shall formally acknowledge and agree to comply with the City’s SaaS Security and Privacy Terms and Conditions (see Appendices).

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PUBLIC WORKS DEPARTMENT PUBLIC SERVICES DIVISION

PROJECT TITLE: MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION

INVITATION FOR BIDS (IFB) NUMBER 159094

TECHNICAL SPECIFICATIONS

SPECIFICATION FOR MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION

AT MUNICIPAL SERVICE CENTER AND UTILITIY CONTROL CENTER 3201 & 3241 EAST BAYSHORE ROAD PALO ALTO, CALIFORNIA 94303 IFB 159094 April 21, 2015

Issued by:

PUBLIC WORKS DEPARTMENT CITY OF PALO ALTO

Prepared by:

__________________________ Dennis Huebner Manager of Facilities Maintenance

TABLE OF CONTENTS SECTION 01 00 00

GENERAL REQUIREMENTS 1.01 1.02

Scope of Work for Base Contract Scope of Work for Add Alternate 1

SECTION 02 41 00

DEMOLITION

SECTION 28 13 00

ACCESS CONTROL

SECTION 28 23 13

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM

SECTION 28 23 19

DIGITAL VIDEO RECORDERS

SECTION 28 23 29

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS

GENERAL REQUIREMENTS Section 01 00 00 Page 1

SECTION 01 00 00 - GENERAL REQUIREMENTS

1.01

SCOPE OF WORK FOR BASE CONTRACT The work consists of all labor, material, tools, equipment, etc. for completing the following scope of work at Municipal Service Center at 3201 East Bayshore Road, Palo Alto and Utility Control Center at 3241 East Bayshore Road, Palo Alto. A. Install four AMAG card access readers on exterior doors at MSC – C. B. Demo the existing old security camera system in the MSC yard and Utility Control Center building and server room. C. Install 40 IP security cameras throughout the MSC yard and Utility Control Center. D. Install one Network Video Recording Server in the Utility Control Center server room for the new security camera system. E. Install one new LED flat panel video monitor, minimum 20”, for server. F. Install the Network Video Management Software on the server and supply the licenses for the 40 cameras. Install client software on 16 clients PCs. PCs are City supplied. There shall be no cost for technical support for this system. G. Provide three years of software upgrades for IPVSSP base application and recorder application (recorder application is a per camera cost, which totals 40 cameras). H. Provide onsite and vendor offsite system training.

1.02

SCOPE OF WORK FOR ADD ALTERNATE 1 Network Video Recorder upgrade A. Supply and install a Network Video Recorder Server that retains 180 days of history instead of 90 days of history. This shall be the cost difference between the 90 days of history and 180 days of history.

1.03

RELATED SECTIONS A. Section 281300 – Access Control B. Section 02050 - Demolition C. Section 282300 – Video Surveillance

1.04

INCLUSION OF GENERAL CONDITIONS The General Conditions and the General Requirements are a part of each section of these

GENERAL REQUIREMENTS Section 01 00 00 Page 2 specifications and apply to each section as fully as if repeated in each case therein.

1.05

CONSTRUCTION SCHEDULE A. Contractor shall have 60 calendar days to complete this project.

1.06

Contractor Experience, Requirements, and Qualifications A. The contractor performing this work must demonstrate their experience and current knowledge sufficient to perform and maintain this work through the warranty period, including a provision for preventative maintenance following the warranty period. B. The Network Video Management Software, all cameras, recording hardware, and related components shall be installed and commissioned by authorized integrators trained and certified by the manufacturer. Certification and training for authorized integrators shall be available from the manufacturer. C. In order to be considered qualified, the contractor must hold a valid contractor’s license, C-7, and must have verifiable references showing the successful completion of at least three similar projects within the last two years. D. Note that, although the security systems contractor must hold a C-7 license, the contractor or subcontractor installing the conduit and electrical devices on this project must hold a valid C10 electrical contractor’s license. One contractor performing this work can hold both licenses.

1.07

PRECONSTRUCTION MEETING The City Project Manager, Dennis Huebner will schedule a pre-construction meeting to review the project with the Contractor. At the time of the meeting, the Contractor shall furnish to the City of Palo Alto Project Manager for review and approval two (2) copies of all required submittals and a Microsoft Project bar-graph schedule covering various phases of the project. The approved progress schedule shall be adhered to throughout the project. Contractor shall also provide his contact list, which shall specifically include the job superintendent and lead worker cell phone numbers.

1.08

WATER AND POWER These utilities, if available at the site from existing systems, will be available to the Contractor for construction purposes at no charge. If these utilities are not available at the site the contractor shall provide their own. The contractor shall be responsible that all of his temporary connection, extension, and distribution, including all wiring, piping, fittings, fixtures, devices, etc. are in compliance with Cal OSHA. Utilities must remain operational to all areas outside the scope of work. Coordinate any required utilities shut down with Project Manager at least 48 hours in advance.

GENERAL REQUIREMENTS Section 01 00 00 Page 3

1.09

DESIGNATED CITY REPRESENTATIVE All communications & interface, including written correspondence by the Contractor, shall be with the Project Manager Dennis Huebner (650) 496-6970. The City of Palo Alto mailing address is P.O. Box 10250 Palo Alto, Ca. 94301.

1.10

PERSONEL REQUIREMENTS A. Contractor is required to have a superintendent or lead on site to manage the work during construction. B. Proper protective gear is required at all time during construction: i.e. “Safety glasses, hard hat, safety shoe & full length clothing. C. Workers shall be identify as contractor’s employees by wearing badges or company’s name on their working gear. D. Contractor is responsible for his employees and subcontractor’s proper conduct, appearances, behavior and language used while on the job site.

1.10

DELIVERY OF MATERIALS OR EQUIPMENT Contractor is responsible for the storage of all equipment and materials. Contractor assumes all risk for storage of his/her materials.

1.11

System Training

A. The contractor shall provide a minimum of two (2) four-hour hands-on operator training classes to the City’s designated personnel at the completion of the installation. The training sessions shall cover the operation and minor maintenance of each of the systems installed under this specification. B. The contractor shall coordinate with the City representative to set up all training sessions for the number of personnel requested by the City. Training shall be by engineers or technicians certified by the equipment manufacturer and qualified to train on the particular system. C. The contractor shall provide offsite vendor basic video management system training for two (2) City staff. This shall be at least a two day training and shall be for the cost of the training class only.

1.12

WARRANTY Contractor shall submit a contractor warranty certificate, which shall cover a period of two (2) years from date of acceptance for the work performed under this contract.

GENERAL REQUIREMENTS Section 01 00 00 Page 4

END OF DIVISION

SECTION 28 13 00 ACCESS CONTROL PART 1 – GENERAL 1.01 SCOPE OF WORK Install access control at the following four doors in MSC - C. 1. Door #1 – Main Entrance on north/west side for Public Works 2. Door #2 – Second hallway entrance on the north/west side for Public Works 3. Door #3 – North/east entrance for Parks and Trees 4. Door #4 – Main Entrance on south/east side for Utilities

PART 2 – PRODUCTS 2.01 MATERIALS 1. Door #1 – Main Entrance on north/west side for Public Works Access Control 1) AMAG MDU-4, four door control panel with enclosure 1) AMAG MDU-4 power supply 1) AMAG MN-NIC-3, multinode network interface board 1) AMAG model 680 proximity card reader 1) Sentrol surface mounted door contact 1) Bosch DS-150i, request to exit motion 1) Program reader into AMAG Symmetry Professional Version 7.0.1 2) Axcell 12v, 7.5 amp hr. gel cell backup battery Electrified Door Hardware 1) Schlage ND96PDEU-24v-RHO-626, electrified lever handle D-style lockset 1) Schlage SCH-20-079, I/C housing less core 1) Keedex armored 18" door loop cord 1) Tape wire door kit 1) Lock power supply

ACCESS CONTROL Section 28 13 00 Page 2

2. Door #2 – Second hallway entrance on the north/west side for Public Works Access Control 1) AMAG model 680 proximity card reader 1) Sentrol surface mounted door contact 1) Bosch DS-150i, request to exit motion 1) Program reader into AMAG Symmetry Professional Version 7.0.1 Electrified Door Hardware 1) Electric door strike

3. Door #3 – North/east entrance for Parks and Trees Access Control 1) AMAG model 680 proximity card reader 1) Sentrol surface mounted door contact 1) Bosch DS-150i, request to exit motion 1) Program reader into AMAG Symmetry Professional Version 7.0.1 Electrified Door Hardware 1) Electric door strike

4. Door #4 – Main Entrance on south/east side for Utilities Access Control 1) AMAG model 680 proximity card reader 1) Sentrol surface mounted door contact 1) Bosch DS-150i, request to exit motion 1) Program reader into AMAG Symmetry Professional Version 7.0.1 Electrified Door Hardware 1) Schlage ND96PDEU-24v-RHO-626, electrified lever handle D-style lockset 1) Schlage SCH-20-079, I/C housing less core 1) Keedex armored 18" door loop cord 1) Tape wire door kit 1) Lock power supply

PART 3 – EXECUTION 3.01 INSTALLATION A. Run all vertical exposed wiring in wire molding or conduit. Wiring run in hallway spaces need not be run in conduit, but it shall be neatly routed and secured in place. B. Any holes made in walls or ceilings shall be properly patched to match existing finishes or fire caulked if necessary.

ACCESS CONTROL Section 28 13 00 Page 3 C. The City’s IT personnel shall provide a network connection to the AMAG panels. D. The City shall provide 110 volt power for the controller. E. The contractor is responsible for all reader programming. The City of Palo Alto is responsible for programming employee access rights for the new readers. F. The installations shall meet or exceed the current National Electric Code. G. The City shall supply the necessary wall space needed to install controller enclosures. H. Existing equipment that is removed, such as door hardware is to be given to the City.

DEMOLITION Section 02 41 00 Page 1

SECTION 02 41 00 - DEMOLITION PART 1 - GENERAL 1.01

SCOPE OF WORK Remove the old security camera system in the MSC yard and Utility Control Center. This shall include cameras, hardware, conduit, and wire. The existing conduit may be used for the new security camera installation, but the old wiring must first be removed from it.

1.02

PROTECTION OF EXISTING BUILDING Contractor shall use proper and diligent care to protect any and all property belonging to City of Palo Alto. Contractor shall take all reasonable steps to minimize any such dirt, noise, dust, or other problems, or damage during demolition.

1.03

DEBRIS AND CLEANING A.

Contractor shall carefully handle and dispose of all debris from demolition in a manner to minimize the generation of dirt and dust. Keep construction areas clean of waste material daily. Clean all work areas at the end of each day. All construction debris must be properly disposed of on a daily basis during construction.

B.

Contractor shall not use any City of Palo Alto trash containers for disposing of any material connected with this project. If debris boxes are used, the Contractor must own them. If rental debris boxes are used, the Contractor must rent them from Green Waste, Palo Alto, CA.

END OF SECTION

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

SECTION 28 23 13 IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM PART 1 1.01

GENERAL

SUMMARY A. Section includes an IP-Video Surveillance and Security Platform (IPVSSP). B. Provide, install, and program an IP-video surveillance and security platform that combines full video management system functionality with centralized event, user rights and video distribution management; and coordination/management of integrated physical security, content analytic, environmental detection, transaction and other enterprise systems. C. Provide licenses for 40 cameras D. Provide three years of software upgrades for IPVSSP base application and recorder application (recorder application is a per camera cost) E. There shall be no cost for technical support F. Related Requirements 1. 2. 3. 4. 5. 6. 7.

1.02

28 00 00 – Electronic Safety and Security (Division 28) 28 20 00 – Electronic Surveillance 28 23 00 – Video Surveillance 28 23 16 – Video Surveillance Monitoring and Supervisory Interfaces 28 23 23 – Video Surveillance Systems Infrastructure 28 23 26 – Video Surveillance Remote Positioning Equipment 28 23 29 – Video Surveillance Remote Devices and Sensors

REFERENCES A. Abbreviations 1. 2. 3. 4. 5.

CCTV - Closed Circuit Television VMS - Video Management System IPVSSP - IP-Video Surveillance and Security Platform IPVSSP Base - IPVSSP Base Software GUI - Graphical User Interface

B. Reference Standards 1. 2. 3. 4. 5. 6.

Institute of Electronic and Electrical Engineers (IEEE) 802.3 standards International Telecommunication Union (ITU) - H.263 Video coding for low bit rate communication ITU - H.264 Advanced video coding for generic audiovisual services ISO/IEC 14496 - MPEG-4 ISO/IEC 14496-10 - MPEG-4, Part 10 (H.264) ISO/IEC 10918 - JPEG

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

1.03

SUBMITTALS A. Product Data 1. Manufacturer’s printed or electronic data sheets 2. Server technical specifications 3. Manufacturer’s installation and operation manuals

1.04

QUALIFICATIONS A. Manufacturer of system shall have a minimum of three years’ experience of successful installation of systems equivalent in function to the system proposed herein. B. The IPVSSP software vendor shall provide a certified partner program, whereby training and certification programs shall qualify the suitability of the installers.

PART 2 2.01

PRODUCTS

PLATFORM A. Manufacturer: On-Net Surveillance Systems Inc One Blue Hill Plaza th 7 Floor PO Box 1555 Phone: (845) 732-7900 | Fax: (845) 732-7999 Web: www.onssi.com E-mail: [email protected] B. Model: Ocularis IS (current version at time of bid) C. Alternates: Or Approved Equal

2.02

GENERAL DESCRIPTION A. The IP-Video Surveillance and Security Platform (IPVSSP) shall be a comprehensive, distributed platform which combines: 1. Full VMS functionality; 2. Centralized event, user rights and video distribution management; 3. Coordination/management of integrated physical security, content analytic, environmental detection, transaction and other enterprise systems. B. The IPVSSP shall enable the user to view, manage, and record video from an unlimited number of IP and non-IP video surveillance cameras at multiple sites, manage short- and long-term video storage, and combine video with non-video alerts, resulting in automatic video delivery to subscribers of interest.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 C. The IPVSSP shall allow for the utilization of off-the-shelf hardware, and shall facilitate the integration of new technologies, thus combining the detection and distribution of video events with data and alerts received from a host of physical security and transaction systems. D. The IPVSSP shall offer optional add-on components via integration tools including Data Link Integration events, API commands, Contact Closure and more. An optional Software Development Kit (SDK) rd enables integration of 3 -party components. E. The IPVSSP System shall support the use of separate or common networks, VLANS or switches for connecting cameras to the recording servers and video clients. This shall provide physical network separation between the camera and servers/clients. F. The IPVSSP System shall support the use of virtualization technologies to run recording servers and IPVSSP Base components on virtual computers, servers, and networks.

G. The IP-Video Surveillance and Security Platform (IPVSSP) shall be a unified, modular software platform that consists of the following components: 1. IPVSSP Base Software (herein ‘IPVSSP Base’) - Provides system-wide management, user access, shared event management, alarm and event correlation, video access, and distribution rights. The IPVSSP Base regulates and manages the flow of data between Video Client users, connected recording servers and integrated alerting applications. This includes:

a. Creating composite events from multiple detection systems b. Sharing resources between Video Client users c. Shared bookmarking and event handling among multiple Video Client users at multiple sites

d. e. f. g. h.

Management of all user and authorization data Management of Privacy Masks for any fixed video source

Coordination for on-event, push live video alerting (‘blank screen monitoring’) Metadata management for all investigative tools Central hub/repository for all system configurations and shared resources: 1) Navigation map resources for Video Clients and video wall management, including: a) b) c) d)

map images positioning and target of hyperlinks on maps icons for linked cameras icons for linked camera groups and carousels

2) Views (arrays of cameras, carousel, push-video alerting, hotspot and HTML content panes) shared by all Video Client users 3) Bookmark information for designated segments of video, as generated by video client operators 4) Event coordination information, including: a) event details - event type, time/date, camera that triggered the event b) classifications and tags, which are shared by authorized operators 2. Video Recorder Software (herein, ‘The Recorder’), providing

a. Video recording and long-term archiving b. Video delivery to users, depending on authorizations as configured in the Base application c. Camera detection, setup and configuration (per camera, for all image, streaming and storage attributes)

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 3. Video Client - unified video client software, for desktop and control room video wall environments, providing

a. b. c. d.

Access to live and recorded video, digital PTZ and optical PTZ in live monitoring mode Investigation of recorded events Management of alerts Shared event handling by multiple operators

4. Web and mobile Clients

a. Access to live and recorded video, digital PTZ and optical PTZ in live monitoring mode b. Investigation of recorded events 5. Add-Ons and Integrated Applications

a. Video Wall operation and management b. Integrated physical security solutions, including but not limited to c. access control 1) 2) 3) 4)

2.03

radiation detection contact closure license plate recognition video content analytics

MAJOR COMPONENT - IPVSSP BASE APPLICATION A. The IPVSSP Base Application shall manage the flow of event, user and system status data from the various system components – recording servers, video clients, video wall management systems, video analytics systems, access control, [and other related systems]. B. Event Management and Automatic Push Video Alerting (‘Blank Screen Monitoring’) 1. Events shall include exceptions detected by core IPVSSP components and signals received from external devices and systems.

a. The IPVSSP Base Application shall be able to receive events from Recorders belonging to other IPVSSP Base installations.

b. Events may optionally be saved to a database or announced via Push Video Alerting. 2. The IPVSSP shall allow assigning an on-event Push-Video Alert of either a specific camera or multiple cameras, sent to users and/or Video Walls based on group permissions, schedules and distribution lists. 3. Video Client users shall be able to automatically receive Push-Video Alerts. 4. Push-Video Alerts shall be assignable to:

a. I/O messages received by the Recorder b. Camera Events, as configured in and generated by the Recorder based on: 1) 2) 3) 4)

Camera state Detected motion An event received from a Data Link integrated source An alert or other data received by the recorder.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

c. Events, enabled/disabled in the Recorder, shall include: 1) 2) 3) 4) 5) 6) 7)

Video Motion Detection Camera Enabled Camera Disabled Camera Not Responding Camera Responding Data Link Events Other Events

5. Event Actions

a. The following actions shall be configurable: 1) Move a camera to a PTZ preset without requiring the event source to be from the same Recorder as the camera to be moved. 2) Send an Email to any number of recipients with customer subject and message 3) Send a configurable payload via either HTTP GET or POST to a preconfigured web address. 4) Send a custom data packet (ASCII or binary) to a specific IP address and port via either TCP or UDP 6. Composite Events

a. Users shall be able to create Composite Events, made of two or more Camera Events or Alerts. b. c.

Upon meeting the parameters of the events, a Push Video alert shall be sent automatically to users’ video clients. Composite Events shall be capable of being combined with other simple or composite events. The process of compositing events shall allow for logical conditioning: 1) Sequence of events: a) Event A occurred prior to Event B, within a specific time frame b) Event B occurred prior to Event A, within a specific time frame 2) Both events occurring within a specific time period, regardless of sequence 3) One event but not the other within a specific time period. a) Event A has occurred, but Event B hasn’t, within a specific time frame b) Event B has occurred, but Event A hasn’t, within a specific time frame

d. A Priority setting shall be available for all Events, so that if two or more events are triggered e. f.

simultaneously, the higher-priority event will take precedence. Individual and customizable audio alerts shall be configurable for All Events. The number of events triggered by a specific camera that are registered in the events list (and displayed in the video client event counter) s, based on: 1) age (time since event) 2) absolute number (based on a first-in-first-out scheme) 3) frequency (number of events per time unit, whereas only the first event within a set time interval is registered)

Note: Handled alerts are not affected by this setting; they will remain stored in the ‘handled alerts’ database. C. Administrator Application

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 1. An Administrator application shall provide for management of users, user groups, cameras, camera groups, and authorizations. 2. Authorizations

a. Authorizations shall be configured for access to the following system elements, by assigning rights to user groups and populating groups with users: 1) 2) 3) 4) 5) 6) 7)

individual cameras in the system camera groups as defined by Ocularis specific camera operations (e.g. optical PTZ control) specific video wall sites modify local settings within the Video Client Video Client’s Circular Control menu (per-component access) Event filtering

b. Users added to a group shall inherit the authorizations of that group. Inherited authorizations shall be alterable per user and may differ from the parent group’s authorizations 3. Camera privileges shall be configurable on a group basis with multiple camera groups per group of users. Cameras added to a group shall inherit that group’s privileges, which include:

a. b. c. d. e. f. g.

Optical PTZ control (for PTZ-enabled cameras) Optical PTZ preset control (for PTZ-enabled cameras) Browsing recorded video Triggering video recording directly from the Video Client Audio functionality Export of evidence (both individual frames and video) Bookmarking segments of video (discrete settings for create, view and delete)

4. Playback browsing

a. The administrator shall be able to set an hourly limit for browsing video on a per camera basis in the administrator application.

b. The browse limit shall be set on a user group basis when a user views recorded video in the video client.

c. If a user does not have browsing privileges for a specific camera, the navigation buttons (pause, d.

ff, rewind) will not appear on the video client interface in live monitoring mode. In browse mode, any camera that does not have browse privilege will not be displayed at all. The Limit Browse feature shall apply also to events, bookmarks, and video walls.

5. Users shall be assigned unique user names and passwords or authenticate via an Active Directory group permission. 6. Users shall be assigned rights to minimize and/or log off the client application 7. User rights to the context menu (Circular Control) in the client application shall be assigned on a group and user basis 8. Users shall inherit the privileges assigned to the group. 9. The IPVSSP shall support Active Directory authentication for Video Client Users. D. Distribution of Alerts and Actions to Users and Video Walls Based on Authorization and Schedules 1. Distribution of Alerts shall be based on Distribution Groups.

a. A Distribution Group shall consist of at least one (but may contain any number of) Events, Actions and individual Users.

b. A Distribution Group may optionally also include any number of Actions and Remote Video Walls.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 1) A Distribution Group shall be able to take any number of the following actions: a) Move a camera to a PTZ preset without requiring the event source to be from the same Recorder as the camera to be moved. b) Send an Email to any number of recipients with customer subject and message c) Send a configurable payload via either HTTP GET or POST to a preconfigured web address. d) Send a custom data packet (ASCII or binary) to a specific IP address and port via either TCP or UDP 2) A Distribution Group shall be able to push video to any number of Remote Video Walls 2. The IPVSSP shall provide a simple GUI for associating Distribution Groups to Events, Individual Users, Remote Video Walls, and Actions to Distribution Groups. 3. Distribution of Events to Distribution Groups shall be subject to regular and holiday scheduling.

a. The weekly schedule shall allow configuring multiple activity ranges for each day of the week, through a simple GUI and/or time-range form.

b. The Holiday Scheduler will override the Weekly Schedule, and shall allow: 1) Configuring multiple holidays 2) Setting dates for holidays years in advance. 3) Configuration of time ranges, within the Holiday Scheduler, in the same manner as in the Weekly Schedule. 4) Local time zone support 4. The system shall enable configuring custom audio alerts for individual events. E. Creation of Camera Views for Video Client Users 1. The IPVSSP framework shall enable configuring Views containing visual elements and sharing among Video Client users by authorization based on group permissions. 2. Array Views shall be created in View Groups (Folders), which themselves may contain View Group subfolders. 3. Views shall be configured within layouts. Available layouts include:

a. b. c. d.

‘Square’ Views: 1x1, 2x2, 3x3, 4x4, 5x5, 6x6, 7x7 and 8x8 cameras ‘Non-Square’ View: 4x3 wide; Views of different size panes: 1+3 wide, 1+5, 2+4 wide, 1 + 7, 1 + 8 wide ‘3x1’ view, which displays three adjacent vertical aspect-ratio (16x9) ‘corridor’ camera.

4. The following elements shall be available for populating panes within the chosen layout:

a. Cameras (live and recorded video) - Provide access to live and recorded video, as well as optical PTZ controls (for PTZ cameras; authorization required.) 1) Configurable views in individual panes for: a) Frame rate: full, medium, low b) Aspect ratio: original, fit-to-window c) Image Quality: original, super high, high, medium, low

b. Camera carousels, configurable for: 1) 2) 3) 4)

Frame rate: full, medium, low Aspect ratio: original , fit-to-window Image Quality: original, ,super high, high, medium, low Universal Dwell Time between camera views, with override capability for individual cameras.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 5) Carousel views to include the following sequence controls, in addition to all controls inherited by the camera view, such as optical PTZ controls for PTZ cameras and special controls for 360-degree cameras: a) Pause/resume b) Next camera c) Previous camera 6) Continuation of rotating between cameras upon displaying the carousel in full-screen mode in the Video Client.

c. Hotspots 1) Ability to send a camera stream from one pane to a hotspot pane 2) For each hotspot configured in each view, configuration shall be available for a) Displaying the image pushed to the hotspot at a different resolution (image quality) with option to apply image quality to both Browse and Live Mode. b) Displaying the image pushed to the hotspot at a different frame rate 3) Hotspots to provide all controls inherited by the camera view, such as optical PTZ controls for PTZ cameras and special controls for 360-degree cameras. 4) Hotspot locking a) Hotspot panes shall be able to be toggled between a state in which they refuse new streams (“locked”) and a state in which they accept new streams (“unlocked”). b) The lock state shall be easily changed via on-screen controls that appear only when a hotspot pane is used.

d. HTML content, static images, including jpg, png, bmp, and gif files Note: File types need to be supported by the client machine, and may require additional plugins. 1) The Video Client browser pane may not include certain controls that are available in fullfledged web browsers.

e. Push Video (manual push live video from operator to operator) 1) Push Video panes shall display video alerts initiated by other Video Client users, upon selecting the destination user from a drop-down list. 2) Push Video panes shall provide all of the controls inherited by the camera view (i.e., optical PTZ controls for PTZ cameras and special controls for 360-degree cameras)

f. ‘Blank Screen’ (automated push-live video alerts) 1) Blank Screen panes shall display alerts generated automatically upon events (upon authorization configured in the Distribution Groups tab). When not displaying an alert, these panes shall remain blank (black). 2) Blank screen panes shall allow the operator to acknowledge and clear the alert without having to change views 3) Blank Screen panes shall be configurable for: a) b) c) a)

Frame rate: full, medium, low Aspect ratio: original , fit-to-window Image Quality: original, super high, high, medium, low Dwell Time until camera stream is removed from the pane.

F. Support for cameras equipped with 360-degree lenses

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 Note: Cameras equipped with ImmerVision’s Panomorph 360-degree lenses provide coverage for an entire semi-hemisphere using a single camera. Once ‘parsed’, the 360-degree lensequipped camera allows for simulated pan, tilt and zoom within the camera view, without the camera itself moving. 1. Definitions shall be available for 360-degree lens-equipped cameras for the Administrator to include:

a. Type of camera [Panomorph, other] b. Orientation: [ceiling, wall-mounted] c. Specific type of 360-degree lens used. G. Privacy Masking 1. Any fixed camera shall be configurable with multiple free-form polygon privacy masks to block operators from seeing portions of the field of view. 2. The full field of view shall still be recorded by the Recorder and available by removal of the privacy masks 3. Privacy masks shall affect all users in all groups. H. Alternate Camera Labels and Descriptions 1. Cameras may be assigned alternate labels that will appear to users in the client I.

Recording Server Editing 1. Users shall be able to edit recording server information through the IPVSSP Administrator, to reflect login and addressing changes in the recording server and eliminate the need to delete and reassign an NVR server following a change in the recording servers login and/or addressing information. 2. An Edit Recording Server Information feature shall support network address translation (NAT). For recording servers operating behind a firewall, this shall allow local internal IP/subnets to be added, deleted or edited. 3. Information for all connected recording servers, including list of cameras and camera attributes, shall cached in the IPVSSP database, allowing for quicker startup of the software. 4. Recording servers shall be able to connect to the IPVSSP Base using hostname or IP address.

J.

System-Wide Shared Assets - Shared Assets managed by IPVSSP Base shall include: 1. Bookmarking (Tag/Case/Classification) Table Management

a. Allows Administrators to create and manage descriptors and classifiers, that are utilized by users upon bookmarking or exporting evidence: 1) Cases (pertaining to a specific incident) 2) Classes (describing type of incident) 3) Tags (used as keywords and for associative classification)

b. Administrators may purge closed events and batch handle events 1) Graphics Repository for Navigation Maps 2) All map graphics and camera icon graphics, used for navigation maps (for desktop monitoring as well as video wall-based operation), are stored and managed within IPVSSP Base 2. Navigation Map Creation and Repository

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

a. Access to maps is based on User Group authorization b. Maps graphics may be very large, and allow for zooming and dragging c. A simple GUI is used for populating maps with cameras from any recording servers. Multiple, d. e.

user-configurable icons are available for distinguishing between types of cameras (e.g. PTZ, megapixel, etc.) Multiple regions on maps can be hyperlinked to regions on other maps, for easy navigation between maps The IPVSSP navigation maps shall allow automatic updates to references to cameras, views, and resources represented as links on navigation maps, upon changes in these resources, so that the links are not severed. Such changes include changing the camera name in a recorder, changing view names, deleting a ‘pin’ (point of interest) from the database, etc.

K. IPVSSP Base Licensing 1. The licensing mechanism shall be automatic and immediate and shall not require review/approval by manufacturer personnel. 2. The license shall be easily transferable between computers. L. Hardware requirements for IPVSSP Base and IPVSSP Administrator applications 1. IPVSSP Base:

a. Install location: The IPVSSP Base application should be installed on a dedicated, limited-access server, typically at a central location. Note: In production environments, the IPVSSP Base can be installed and deployed on any of the recorder machine(s) and does not require a dedicated server.

b. Hardware specifications 1) CPU: Intel® Xeon®, (Dual Core or better recommended) or Intel® Core™ i5 or better (if running on a workstation) 2) RAM: Minimum 4 GB (8GB if running 64 bit OS) 3) Hard Drive: 500 GB or more, more for large systems utilizing extensive video database Bookmarking 4) Operating System: Windows® 7 (Professional or Ultimate), Windows® 8 (Pro or Enterprise, 32 bit or 64 bit), Windows® Server 2003, Server 2008 (32 bit or 64 bit) or Windows Server 2012 (32-bit or 64-bit). 5) Software: Microsoft .NET 3.5 SP1 Framework, .NET 4.0 Framework, and Internet Information Services (IIS) 6.0 or newer, SQL Express 2008 or SQL Server 2005/2008 2. IPVSSP Admin:

a. Install Location: The IPVSSP Admin application shall not require a dedicated computer and shall be capable of being installed on computers running a video client.

b. Hardware specifications 1) CPU: Intel® Core2 Duo 2) RAM: Minimum 4 GB (8GB if running 64 bit OS) 3) Operating System: Windows XP Professional SP3, or Windows Vista Business, Ultimate, Enterprise (32 & 64 Bit), or Windows 7 Professional, Ultimate or Enterprise (32 & 64 Bit) 4) Graphics Adapter : PCI-Express, 128 MB RAM, Direct 3D supported 3. IPVSSP SQL Server

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

a. The IPVSSP Base module shall require the included Microsoft SQL Express 2008 database or use an existing instance of Microsoft SQL Server 2008 to store user information, views, events, maps and other configuration data.

2.04

MAJOR COMPONENT - IPVSSP RECORDER APPLICATION A. General 1. The Recorder shall provide multi-site, multi-server distributed recording of video and audio. 2. The Recorder system, shall support an unlimited number of recording servers, cameras and users, across the organizational network, which are monitored and investigated from anywhere on the network, via the Video Client, in desktop and control-room video wall settings.

a. Each recording server shall support the connection of up to 64 cameras or video encoder channels, as a software-imposed limitation.

b. The actual number of cameras connecting to each recording server shall be determined by the cameras attributes (e.g. resolution, multi-streaming, frame rate, etc.) 3. The Recorder shall support the use of virtualization to run recording servers on virtual computers, servers, and networks. 4. The recording servers shall be used for recording video feeds and for communicating with cameras and other devices. 5. The recording servers shall communicate with the IPVSSP Base Server; however, the recording servers, once configured, shall run independently of the IPVSSP Base and continue to operate in the event that the IPVSSP Base is off-line. 6. The Recorder shall run in the background as a Windows® service, with no need for user login. The recorder service can be stopped/started, and shall provide system status and logging information. B. Recorder Architecture (Components) 1. The Recorder shall consist of the following software components which may reside on a single server, or be installed on multiple servers within an overall IPVSSP system:

a. Recording servers, each including an Image Server, for distribution of video. b. Management Application, for management of cameras, I/O events and recording and archiving parameters. The Management Application shall provide a feature-rich administration interface, for specific system administration setup and functionality. This shall include: 1) A Service Manager 2) A Scheduler 3) General Camera Settings: a) b) c) d) e) 4) 5) 6) 7) 8)

camera recording parameters PTZ controls, including presets, patrols and move-to-preset on event 2-way audio configuration (camera-connected microphone and PA systems) motion detection privacy masking

Archive Setup Add/Edit/Remove a Device I/O Setup and Control Event Setup - route messages and alerts including email and SMS messaging setup Event Buttons for manually triggered events.

C. Supported Devices and Compression Formats

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 1.

At a minimum, the Recorder (and the entire IPVSSP system) shall support devices from the following manufacturers/standards:

23. CNB

46. Honeywell

2. 361 Vision

24. Cobham

47. Hunt

3. ACTi

25. Convision

48. HW Group

4. Advantech

26. D-Link

49. i3 International

5. Agilemesh

27. Dahua Technology

50. iCanTek

6. American Dynamics

28. Darim Vision

51. Ikegami

7. Appro

29. Digimerge

52. iMege

8. Apro Technology

30. DIGIOP BLACK

53. IMT

9. Arecont Vision

31. DirectShow

54. Infinova

10. ASP Grundig

32. Discrete

55. Intellinet

11. AVS Uriel

33. DvTel

56. Interlogix

12. Axis

34. Dynacolor

57. IOImage

13. Barix

35. Elsag Datamat

58. IONODES

14. Basler

36. Eneo

59. IPIX

15. Baxall

37. Etrovision

60. ipx

16. Bosch

38. Everfocus

61. IQinVision

17.

39. Extreme CCTV

62. Janteq Corporation

40. Eyeview

63. Johnson Controls

18. Brickcom

41. Flir

64. JVC

19. Canon

42. GE Security

65. Lenel

20. CBC Ganz

43. Grandeye

66. LG Electronics

21. Checkview

44. HIKVision

67. Linudix

22. Cisco

45. Hitron

68. Lumenera

1.

360 Vision

Bosch via ONVIF Conformant Driver

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

69. Mango DSP

84.

Sanyo

99.

Vantage

70. March Networks

85.

Scallop Imaging

100. Veo

71. Messoa

86.

SecuRex

101. Verint

72. Mobotix

87.

Siemens

102. VideoIQ

73. OnSSI

88.

Siqura

103. Videology

74. ONVIF

89.

Sony

104. Videotec

75.

Panasonic

90.

Speco Technologies

105. Vivotek

76.

Pelco

91.

Stardot

106. Webgate

77.

Pentax

92.

Surveon

107. Weldex

78.

Philips

93.

Topview

108. Xview

79.

Pixord

94.

Toshiba

109. Zylotech

80.

Polar

95.

Toshiba Teli

81.

Provideo

96.

UDP Technology

82.

PSIA

97.

Universal Driver

83.

Samsung

98.

USB driver

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 2. The Recorder shall support, at minimum, the following video compression formats for the video stream from all devices including analog cameras connected to encoders, and IP cameras connected to the system:

a. b. c. d. e.

H.263 H.264 MPEG-4 PEG MxPEG (Mobotix format)

D. Backup of Recorder configuration data 1. The recorder shall allow export/import of configuration data, towards backing up of recorder configuration files for fast recovery. 2. Configuration data shall be allowed to be set off-line, allowing the configuration of the system prior to physical installation. 3. The recorder will also establish automatic system restore points.

a. A restore point shall be created each time a configuration change is confirmed. b. Current and previous five sessions are stored and can be reapplied. E. Device Discovery and Setup 1. The IPVSS shall employ easy-to-use configuration wizards, for:

a. b. c. d.

adding and licensing video devices configuring cameras’ video streaming and recording parameters scheduling recordings adjustment of motion detection

2. Device Discovery and Detection: Cameras and other devices shall be automatically discovered and detected based on user preferences, including

a. Universal Plug and Play b. Broadcast range c. IP Range 3. Batch Device Configuration: Settings for cameras, connected to multiple recorders, shall allow configuration as a batch action, for multiple cameras, connected to multiple servers, simultaneously. F. Device Management and Activity Logging 1. The Recorder shall provide:

a. Clear graphical representation of all devices at each recording server (cameras, audio inputs, audio outputs, I/O, etc.)

b. Logging: 1) Overall System log 2) Event log 3) Audit log G. Video Streaming - The Recorder shall support the following:

1. 2. 3. 4.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 Unicast to multiple clients - Multiple unicast streams can be sent to multiple Video Client users (rather than limited to a single user.) Synchronous multi-stream playback (within the same view), even when the cameras are using varying frame compression (H.264, MPEG-4, MJPEG and MxPEG). Dual-streaming, allowing live and recorded video to have independent compression, frame-rate, and image size settings. Fully integrated Matrix functionality for distributed viewing of any camera in the system from any computer to video clients across the network.

H. Networking 1. NAT Firewall Support - The Recorder shall support port forwarding, to allow clients from outside of a Network Address Translation (NAT) firewall to connect to recording servers without using a VPN. 2. Multi-Network Support – The Recorder shall allow users to manage all cameras, recorders and clients on the same network, or on separate networks. 3. Outside Network Access – A user interface shall be provided to select if the recording system can be accessed from a client PC that has an IP address that is outside of the local IP address range. This function is used to allow access from a remote PC over the Internet. The configuration settings shall include the ability to select:

a. b. c. d.

An Outside IP Address Outside IP Port Local IP Ranges Maximum Number of Clients.

4. Network Topology – The Recorder System shall support the use of segmented (VLAN or dedicated network) or shared networks. This shall provide physical network separation between the camera and the recording servers and video clients. I.

Recording and Archiving Management 1. The Recorder shall have a default storage area, a directory where the database content, primarily recordings from the connected cameras is stored, and defined by drive letter or UNC path.

a. Recordings from the connected cameras shall be stored in individual camera databases 2. System shall allow a customizable amount of storage to be allocated for each connected device. 3. For each camera connected to a recording server, the following parameters shall be configurable on a per-camera basis:

a. b. c. d.

Compression format (for multiple format cameras) Frame rate (per second, minute or hour) Image resolution Image Settings including settings for (dependent on camera model): 1) 2) 3) 4) 5) 6)

Compression Level Brightness Image resolution Contrast Color Rotate Image

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 7) Bandwidth Control for H.264 and MPEG4 cameras: unlimited or specified bit rate 8) Option to stream video via HTTPS (where supported by video device) 9) Privacy Masking for any fixed camera

e. Motion detection, using 1024-detection zones, with sensitivity control f. Recording options: 1) Record on motion 2) Continuous recording 3) Recording based by schedule, configurable for: a) Scheduled recording on motion b) Scheduled continuous recording rd c) Scheduled recording on event from camera or 3 party device or system

g. Pre- and post-recording on motion/event. The pre- and post-recording time period h.

shall be selectable in seconds. PTZ Preset and PTZ Patrolling management (for PTZ cameras) 1) Up to 50 PTZ presets per PTZ camera

i. j.

Audio inclusion in recording I/O Setup including the ability to configure I/O events: 1) 2) 3) 4)

Add I/O event Edit I/O event name Enable/Disable I/O Events Assign timers to end an event sequence

k. Archiving parameters: 1) 2) 3) 4)

Retention time Location of archived database Frequency of archiving instances Archiving on event

4. Status Icon - The operational status of the Recorder shall be displayed in the system tray.

J.

Hardware Requirements for Recorder Application 1. The Recorder System shall allow the use of off-the-shelf computers, servers, storage and switches from any manufacturer with components that meet the minimum requirements, as follows:

a. CPU: Dual Core Intel Xeon (Quad Core recommended) or Intel Core™ i5 or better (if running on a workstation)

b. RAM: 4 GB (8GB if running 64 bit OS) c. Operating System: Windows® Server 2003 (32 & 64 bit), Windows® Server 2008 (32 d.

& 64 bit), Windows® Server 2012, Windows® 8 (Pro or Enterprise, 32 bit or 64 bit) or Windows® 7 (32 & 64 bit) Software: Microsoft .NET 4.0 Framework

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

2.05

MAJOR COMPONENT - VIDEO CLIENT A. General 1. The Video Client shall be the main end-user interface for the IPVSSP platform. 2. The Video Client shall be a scalable solution that is backwards compatible with an entire line of Recorders. 3. The Video Client shall support up to 8 connected displays, each display providing independent operation of functions and tasks. 4. The Video Client shall support Privacy Masks as configured on the camera, Recorder and Ocularis Base. 5. The Video Client is a unified interface for all IPVSSP non-administrative functions, including:

a. b. c. d. e. f. g. h.

Live monitoring Receiving automatic, on-event push video alerting Peer-to-peer alerting Investigating recorded incidents Bookmarking segments of video that are of interest Shared event management among multiple users Export of evidence Map navigation

6. The Video Client shall also serve as the user interface for Video Wall operation B. Log-on and Authentication 1. The Video Client log-on shall provide the option to select either Basic or Windows based authentication.

a. Basic Authentication – The Video Client shall support logon using an account b.

database which requires user name and password credentials. The Video Client shall support logon using the NTLM (NT LAN Manager) challenge handshake with Microsoft Active Directory Domain Controllers in conjunction with a local Microsoft Windows user account database.

C. Graphical User Interface (GUI) and Menu 1. The Video Client shall provide a user-friendly operating environment, through an intuitive, touch screen-enabled GUI that reacts to the user’s actions, presenting only the controls and tools required by the current mode of operation. 2. The Video Client menus allow localization for multiple languages, selectable during installation via the Client setup menu. 3. The main GUI menu shall enable switching between the basic functions supported by the Video Client:

a. b. c. d. e. f.

Selection of Views and navigation maps Triggers for operating external devices (‘soft buttons’) Selection of audio sources Toggle between Live and Browse modes Export evidence Select Video Walls

g.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 View multiple export jobs’ progress, as well as cancel jobs

4. The Video Client shall provide a visual alert in the form of an on-screen icon in the event that events and alerts are not received from the base application. 5. In addition to the main camera view, the Video Client main GUI menu shall provide the end-user the following controls when “mouse” over occurs:

a. b. c. d. e. f.

Select View Setup/Editing Utility (in Limited Mode only) Minimize Exit Help Memory usage indicator (for both RAM and graphics card resources usage) Loss of connection to Event Proxies

D. Live Monitoring Mode 1. The Video Client shall enable live monitoring of privileged cameras from the entire network, regardless of which recording server each camera is connected to. 2. Live monitoring shall be assisted by controls for the following operations, at the minimum, all without transitioning to a different mode of operation:

a. b. c. d. e. f. g. h. i. j. k.

Digital PTZ Optical PTZ Playback Pause video Start Recording (interval set in recorder) Change camera in current view Audio routing Send manual (peer-to-peer) push video alerts Remove camera from view Copy current frame image to clipboard; optionally copy and paste only zoomed-in portion of video pane Lock/unlock hotspot

3. Users shall be able to choose among unlimited shared and private views, configurable for up to 64 view-panes per monitor from multiple servers (in multiple server installations). 4. All camera controls, including playback, optical & digital PTZ, change cameras on-the-fly, etc. are available in all options for populated view panes (camera, carousel, push video, hotspot). 5. Immediately upon losing connection to a camera, a prominent ‘X’ shall overlay an image of the last frame received from the camera. This indicator will appear also upon selecting the camera from the camera list or selecting a view which includes the camera. Once reconnected, the connection alert will be automatically removed. 6. View panes in View Arrays shall consist of the following:

a. Camera views, with controls for: 1) 2) 3) 4)

playback/pause digital PTZ optical PTZ (for PTZ cameras) optical PTZ presets (for PTZ cameras)

b. Carousel views with controls for:

1) 2) 3) 4) 5)

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 previous/next camera in sequence pause/resume carousel playback optical PTZ and optical PTZ presets digital PTZ

c. Push-Video views 1) Push video alerts will be displayed, upon authorization, in user-configured dedicated camera panes within camera views. 2) Automated (generated on-event) or manual (peer-to-peer) push live video. 3) Once sent to a client, the push video can be controlled by the operator for: a) digital PTZ b) optical PTZ and optical PTZ presets c) playback and additional investigation controls, just like any other camera displayed.

d. Views for displaying web pages, static images e. Multiple hotspots 7. For each View Pane, a top menu bar shall enable:

a. Toggle camera view between Pane and Full Screen views. b. Camera status indicator for each View pane, displaying: 1) 2) 3) 4) 5)

camera name event name (associated with specific camera) recording status motion detected on camera live/paused video stream

E. Instantaneous Investigation during live monitoring: 1. Playback control in live monitoring mode

a. Users can instantly investigate video during live monitoring using: 1) Play 2) Backwards play 3) Toggle pause/live controls

b. Playback during live monitoring is a-synchronous, i.e. only the selected camera within the View is played back or paused. 2. PTZ Controls – both optical PTZ (if the camera is a PTZ camera) and digital PTZ controls shall be provided, including:

a. A unified method and toolset for optical PTZ control. b. Optical PTZ is controlled by: 1) 2) 3) 4) 5)

mouse wheel (zoom in/out) variable zoom ribbon zoom in and out buttons click to a location to re-center the pan-tilt field of view drag a rectangle within the current field of view to zoom into (if supported by camera manufacturer) 6) virtual joystick

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 7) physical joystick

c. Up to 50 optical PTZ presets can be configured for each PTZ cameras. Presets list d.

will appear as overlay. Digital PTZ control: 1) Digital PTZ controls shall be provided for both fixed cameras and PTZ cameras. 2) Digital PTZ controls shall include instant investigation in live monitoring mode as well as for stored video. 3) A window-in-window view shall be provided to show both the zoomed in area, as well as the full field of view of the camera. 4) Digital PTZ is controlled by: a) Drag-draw a rectangle within the current field of view to zoom into for supported devices b) Drag-grab the zoom image for pan and tilt c) Mouse-wheel zoom in and out. 5) Special controls shall be provided (‘panamorphic’) lens to accomplish:

for

cameras

equipped

with

360°

a) The original semi-spherical camera view parsed to resemble a regular camera’s view. b) The parsed view can be digitally panned, tilted and zoomed, emulating a multi-camera 360° coverage. c) Virtual and/or physical joysticks may be used to digitally control pan and tilt. d) Quad view displaying 4 areas of the view in non-panamorphic mode 3. Context Menu (Circular Control)

a. Based on privileges assigned per group and per user in the Administrator application, operators shall have access to the following functions. 1) Context menu (Circular Control) shall be accessed by right-clicking or, for touch screens, by pressing for 3 seconds in a selected pane in a view. 2) Activate (Start) recording of active camera – users with privileges as defined in the Base shall be able to initiate the recording of the active camera directly from the active pane menu. The recording duration shall be as per set in the recorder for recording on-event. This value may be changed in the recorder administrator utility. 3) Toggle (start/stop) PTZ patrolling for the selected camera 4) Instant camera change – users shall be able to instantly replace the camera in any given view pane by choosing another camera from a drop-down list. This will not change the configuration of the View array. a) When the camera list is displayed, users shall be able to instantly access camera names by typing any combination of letters and/or numbers. This will filter the camera names to display only those that include the entered text. b) The camera list shall be accessible either through the controls for the active camera pane, or at any time through a keyboard shortcut. 5) A Camera view can be instantly removed from the displayed view, leaving its view pane (within the View Array) blank. 6) Copy current frame image to clipboard 7) Push live video alert – users are able to push a live video stream to another user’s video client. The recipient is selected from a drop down list. 8) Switch between audio streams from camera-connected microphones. 9) Send audio to camera-connected PA systems. 10) Manually activate surveillance system events.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 11) Manually activate external outputs (e.g. sirens or lights). 12) Use sound notifications for attracting attention to detected motion or system events. F. Browse (Investigation) Mode 1. Upon transitioning from Live Monitoring mode to Browse mode, the entire View array shall carry into Browse mode. All means of interaction with camera panes, for digital PTZ, changing cameras on-the-fly, removing camera from pane, and copying frame image to clipboard, shall be retained. 2. In Browse mode, camera playback shall be synchronous, enabling following an incident as it unfolds through different camera views. 3. Operators shall not be required to know the location of video data for any time period, camera or device. Retrieval of video shall be seamless to the operator. 4. Multiple tools for playback and investigation shall be provided in this mode, as follows:

a. Playback 1) 2) 3) 4) 5)

forward and backward playback frame by frame forward and reverse skip to end or beginning of recording database skip to next/previous event sequence go to time/date

b. Motion detection may be applied to the selected camera within the view, with calibration for: 1) percentage of changed pixels (within the motion detection zone) 2) sensitivity (Low, Medium, High) 3) detection sampling interval (frame-by-frame to 5 seconds) 5. Skip to Previous/Next detected motion event. 6. Kinetic Horizontal Motion Timeline:

a. In each Camera View array, a ‘main’ timeline shall be associated with the selected b. c. d. e. f.

camera pane; all other camera panes will display a non-interactive, limitedfunctionality timeline. Kinetic variability (i.e., via the momentum and speed of mouse movement) of the speed that the recorded video timescale is moved forward/backward in time. The faster the mouse is “swiped”, the faster the timeline will move. The timeline GUI shall provide controls for controlling forward, reverse, pause, etc. controls with pop-up help labels. The timeline GUI shall provide simple “+” and “-“ controls to quickly change the scale of the timeline. The timeline GUI controls shall provide an intuitive “odometer” like numerical interface for reading and changing the recorded time viewed. The Timeline shall be color coded, indicating periods of (a) no recorded video, (b) recorded video, (c) video recorded on detected motion or event

7. “Timeslicer” - The Video Client shall provide for instant video playback and analysis of video content/events by providing auto-generated thumbnails for quick end-user analysis.

a. The user shall have the ability to vary the thumbnail based on: 1) Time:

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 a) auto-generated thumbnails in intervals of: i.

10 seconds

ii.

1 minute

iii. 10 minutes iv. 1 hour v.

6 hours

vi. 1 day. b) Selecting an interval will shift the timeline to the time of the interval; from this point, another series of intervals can be generated. 2) Motion: a) Series of thumbnails representing motion detection events, configured by percentage of changed pixels and sampling interval. b) Sampling interval is variable from frame-by-frame to 5 seconds. 3) Alerts - Series of thumbnails representing alerts, as configured in the IPVSSP 4) Sequences - Series of thumbnails shall be based on pre-configured sequences of detected motion.

b. All Timeslicer modes shall enable the application of digital PTZ to all slices, by drawing a region in the Timeslicer main pane.

c. Timeslicing may be performed forward or backward from the time displayed in the timeline G. Shared Event Handling 1. The IPVSSP platform shall provide the workflow and the tools to allow efficient shared event handling among multiple users at multiple locations. 2. Upon login, the Video Client shall display the number of unhandled events. 3. In the event that alerts and events are not received, an icon will appear on screen to notify the operator that the event utility (proxy) is not functioning properly. 4. The number of events triggered by a specific camera that are registered in the events list (and displayed in the video client event counter) can be capped by the IPVSSP administrator application, based on:

a. age (time since event) b. absolute number (based on a first-in-first-out scheme) c. frequency (number of events per time unit, whereas only the first event within a set time interval is registered) NOTE: Handled alerts are not affected by this setting; they will remain stored in the ‘handled alerts’ database. 5. A dedicated Alert-Handling window shall be accessible via the event counter or through the menu bar. The Alert Handling window shall display the following panes:

a. Unhandled Events list. This list shall be dynamically updated and shared among all users logged in to the IPVSSP Base application. For each event listed, the following details shall be presented:

1)

2) 3) 4) 5) 6)

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 Priority – indicated by color code, corresponding to the alert levels set in the IPVSSP Base Administrator from a low priority (1 with corresponding green color) to high priority (10 with corresponding red color) with intermediate steps (numbers and colors) in between. Date and time of the event Camera name Camera event name Alert rule activated Alerts may be sorted by: a) b) c) d)

Priority Time Camera Rule Activated.

b. A pane showing a pre-buffered recording of the event (buffer time can be configured in the recorder). This pane shall, upon interaction, enable and display controls for: 1) Playback (forward, backward and toggle live/pause) 2) Digital PTZ (mouse wheel, draw region) 3) Optical PTZ, for PTZ cameras (virtual joystick, physical joystick, zoom ribbon, zoom control, mouse wheel, click to center) 4) Optical PTZ Presets, for PTZ cameras 5) Special controls for cameras equipped with 360-degree (panamorphic) lenses

c. A live view from the same camera shall be presented in the dual video pane, alongside the pre-buffered recorded video pane. This pane shall, upon interaction, enable and display controls for: 1) Playback (forward, backward and toggle live/pause) 2) Digital PTZ (mouse wheel, draw region) 3) Optical PTZ, for PTZ cameras (virtual joystick, physical joystick, zoom ribbon, zoom control, mouse wheel, click to center) 4) Optical PTZ Presets, for PTZ cameras 5) Special controls for cameras equipped with 360-degree (panamorphic) lenses

d. A dedicated map pane shall center on the camera which had triggered the alert. The camera icon shall be prominently highlighted. The map in the map pane shall allow: 1) Dragging around in the pane 2) Scaling (zooming in and out) 3) Linking to other maps.

e. A tool bar shall provide easy access to Event handling tools: 1) 2) 3) 4)

Acknowledge – Acknowledge alert Locate - Locate alert on map (if map is displayed) Send Live -- Send live video stream to selected pane on a remote videowall Remote Loop - Send a 25 second loop of the recorded event to selected pane pn a remote videowall 5) Filter – Configure automatic handling of future events 6) Toggle panes between: a) Pane 1 showing prebuffered recording and pane 2 showing live video b) Pane 1 and 2 (merged) showing prebuffered recording c) Pane 1 and 2 (merged) showing live video

6. Events

a.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 Events shall be handled through a dialog box launched through the Event Handling page, displaying the following fields: 1) 2) 3) 4) 5)

Operator – selected from drop-down list Classification - selected from drop-down list Case - selected from drop-down list with an option to add a new case Tags – free text Operator’s comments

NOTE: Entries for drop down lists are set in the IPVSSP Base Administrator application; based on authorization, operators shall be able to add entries directly from the Event Handling form.

b. Handled Events shall be removed from the Alerts List, and shall be accessed only by c.

the administrator through the IPVSSP Base Administration application, for review or batch-handling. The Video Client shall alert logged-in users if the IPVSSP Base cannot receive new events.

H. Bookmarking and Export of Evidence 1. Users shall be able to bookmark and/or export segments of video, from one or more cameras. 2. A segment of video shall be selected, for both bookmarking and export of evidence, by setting start and end points on the Kinetic Timeline. 3. The following options are available for bookmarking and exporting evidence:

a. Still Image report, displaying: 1) 2) 3) 4) 5) 6)

Time/date of the event (capture time) Camera name Operator Name Operator workstation Operator’s comments. Still image the first frame in the selected Timeline range

b. Export of individual still frames. 1) Users shall be able to choose between exporting: a) A single frame (first frame in Timeline range), or b) All frames in the Timeline range. 2) Options for export shall include: a) Image Quality (Original, Medium and Low} b) Inclusion of Time Stamp c) Inclusion of Camera Name

c. Export of a video database: 1) The video database shall offer an option for: a) The export path for the exported video database b) Filename c) Checkboxes for inclusion of one, some or all cameras within the current View in the video database and any associated audio recordings d) Adding password protection for both opening the database

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 e) Encrypting the video data. 2) Exported video databases shall be available for playback/review on any computer, without the requirement for a Video Client software to be installed on the viewing computer (e.g. when reviewing the database on a courtroom computer.) a) A standalone viewer application, loaded onto the same portable storage medium (CD/DVD/USB Drive/Other) as the video database, will enable playback directly from the portable storage medium. b) The standalone viewer shall be available free of charge, for unlimited use. c) Features of the Video Database Viewer include: i.

Three video quality setting (Low, Medium and High) to optimize performance.

ii.

Comprehensive set of playback controls: play, frame-by-frame, skip to end/beginning of video or go to specific time stamp. Playback is synchronous for all cameras displayed.

iii. Scalable timeline, color coded for motion activity and areas of recorded video. The timeline can be dragged to control multi-camera synchronous playback. iv. Digital PTZ (pan, tilt & zoom). v.

Export video of selected camera as AVI file, optionally preceded by a preamble including video and camera data as well as user’s annotations.

vi. Export still-image (.jpg) annotated incident report, or multiple-frame stillimage folder

d. Export of audio-included AVI file. Options include: 1) Appending a preamble ‘slide’ including: a) b) c) d)

Export date Workstation that initiated the export Operator (user) Operator’s comments

2) Setting the video codec and encoding quality. 3) Limit exported video to zoomed-in portion of video pane.

e. Bookmark for cameras within the current View 1)

The bookmarked segment of video, for all cameras, will be copied into a separate video database. 2) Bookmarks shall allow entries for: a) Classification (from drop down list of administrator-configured classes; users may create their own upon authorization) b) Case File (from drop down list of administrator-configured classes) c) Tags (either existing or new tags) d) Operator's comments (free text). 3) Bookmarks shall be retrieved through the Bookmarks Window, accessible via the menu bar. The Bookmarks Window shall allows sorting entries by: a) b) c) d)

Date/Time Created Classification Case Time of Event

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 e) Duration (in seconds) f) Camera name 4) The Bookmarks Window shall present thumbnails of the first frame in the selected range, for each of the cameras included in each bookmark. 5) The Bookmarks window shall include two hotspot panes for playback of bookmarked video. Both hotspots shall allow playback and investigation of video, including: a) Playback (forward, backward and toggle live/pause) b) Digital PTZ (mouse wheel, draw region) c) Optical PTZ, for PTZ cameras (virtual joystick, physical joystick, zoom ribbon, zoom control, mouse wheel, click to center) d) Optical PTZ Presets, for PTZ cameras e) Special controls for cameras equipped with 360-degree (panamorphic) lenses f) Change Camera 6) The Bookmarks page shall also display a color-coded, scalable, kinetic horizontal motion timeline. ‘Swiping’ the timeline will play back the video, in both panes (synchronously) at a speed corresponding to the velocity of the ‘swipe’. The colorcoding shall indicate periods of: a) No recorded video b) Recorded video c) Video recorded on detected motion I.

Map-Based Access to Video and Video Wall Control 1. The Video Client shall enable accessing and displaying cameras and camera arrays (‘Views’) through a map-based interface. The same interface shall be used for local (for multiple-screen video clients) and remote (video wall; requires optional add-on application) Video Wall management. 2. Navigation maps shall be created in the IPVSSP Base administration application; Video client operators shall, upon logging into the Base Server, have access to both Shared maps and those maps associated with operator’s user group. 3. Navigation maps shall allow automatic updates to references to cameras, views, and resources represented as links on navigation maps, upon changes in these resources, so that the links are not severed. Such changes include changing the camera name in a recorder, changing view names, deleting a ‘pin’ (point of interest) from the database, etc. 4. There is no limit on the number of maps available to users. 5. Images for maps (geographical, aerial photo, floor plan or any graphic) shall be created in an image format supported by the client machine, including but not limited to:

a. b. c. d. e.

JPEG PNG BMP TIFF GIF

6. Map images shall be scalable. Increasing and decreasing the size of the map image (creating a zoom in/out effect) shall be done via dedicated controls. 7. The mapping interface shall allow dragging map images that exceed in size the map window. 8. Maps shall include the following elements:

a. b.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 Camera icons, representing a single camera. Multiple icons, representing different types of cameras, may be incorporated in a single map. Icons are scalable and can be rotated. Camera View icons, representing entire view array as created for the client application. View arrays included in maps shall may include: 1) 2) 3) 4) 5) 6)

Cameras Camera carousels Alert panes for on-event automatic push-video alerts Alert panes for manual (peer-to-peer) push-video alerts HTML pages Static HTML images

c. Labels: The font size for each individual Camera icon and Camera View icon label d.

e.

shall be able to be set through IPVSSP Base administration application. Hyperlinks to other maps. Hyperlinks shall be configured either as embedded within each map or as floating GUI buttons that stay visible within the video client’s Map GUI. The IPVSSP Base Administrator may assign one of five different colors to a hyperlink at the time it is created. ‘Back’ button to last map displayed.

9. A live preview window will pop up upon clicking and holding a camera or camera array icon. Camera and Camera Array preview windows shall allow:

a. b. c. d.

Launching multiple preview windows on a single map Docking a preview window to the map Resizing the preview window All interactive features as in live monitoring mode, including: 1) 2) 3) 4) 5)

playback control digital PTZ optical PTZ PTZ presets (for PTZ cameras) 360-degree lens parsing (for cameras equipped with 360-degree lens)

e. Arranging multiple docked preview windows at the bottom of the screen, via dedicated controls; preview windows shall resize based on the number of preview windows docked. 10. The map interface shall allow pushing cameras and camera arrays to local (for multiplescreen video clients) and remote (video wall; requires optional add-on application) video displays.

a. A menu bar item shall list the available video walls (including local displays). Video walls shall be graphically represented in a drop-down video wall menu.

b. The user shall be able to adjust the number of video panes on each display represented in the video wall: 1x1, 2x2 or 3x3.

c. Cameras shall be pushed to video walls by highlighting the desired video wall graphic d. e.

or pane within a video wall graphic, and clicking on a camera icon. Alternately, a camera icon can be dragged into a video wall or video wall pane. Camera arrays are pushed to video wall displays in the same manner; in such a case, the video wall display shall assume the pushed camera group’s array structure. The mapping interface shall allow controlling the video displayed on local and remote video walls, including: 1) Toggle between live and playback

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 2) Playback (forward and backward) and Pause

f. A camera locator control shall display the location of the camera icon, centered within a map. 11. Users operating the Client application as a video wall controller, shall be able to control the associations with specific video walls directly from the Client setup utility. For each authorized remote or local video wall display, settings shall include:

a. Association with entire sites b. Control over the position of each video wall screen representation within the dropdown video wall tab in the Client. J.

Camera Array (Camera View) Setup (Limited Mode)

NOTE: Limited Mode is defined as logging directly into a recorder, without the use of the IPVSSP Base. In limited mode, operators shall be able to set up private Camera Views from within the Video Client. 1. Camera Views and Groups shall be organized as folders and the GUI shall provide an intuitive interface to select and change views and groups in a file folder manner. Video client operators, upon logging in, shall be able to select from both Shared Views and views associated with the operator’s user group. 2. The Edit Views menu shall allow the options to add/delete shared or private views, add/delete groups, and perform other folder management functions. 3. Camera matrix view setup options shall include: 1 x 1, 1 + 3 wide, 2 x 2, 1 + 5, 2 + 4 wide, 1 + 7, 1 + 8 wide, 3 x 3, 2 + 8, 4 x 3 wide, 4 x 4, 5 x 5, 6 x 6, 7 x 7, and 8 x 8 camera views. 4. Using a drag-and-drop GUI, the following may be incorporated into views:

a. Cameras views b. Hotspot – The Video Client shall support Hotspots which are typically used in the main (larger) viewing pane, surrounded by smaller panes. This feature shall allow one position of a view to be designated as a Hotspot. Specific to the Hotspot, settings for the Hotspot shall include: 1) Image Quality. 2) Frame rate

c. Carousel – The Video Client shall support a Carousel feature for viewing of sequential multiple cameras. The setup menus for the Carrousel feature shall include: 1) Image Quality. 2) Frame rate. 3) Default Dwell Time – for each camera to be viewed

d. Web Page – The Video Client shall provide the ability to view a “Web Page” by e.

inputting a Web URL within a text box or a JPEG image based on inputting the image file path. Push Video – The Video Client shall provide the ability to display on-event live video streams and alerts. The events will be displayed in a first-in-first-out order and rotate between the different push video panes. Within the Push Video display, the setup menus for the Push Video feature shall be: 1) Image Quality.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 2) Frame rate. 3) TCP/IP Port 4) Password K. Client User Preferences Setup 1. The Video client shall include a setup feature, which allows on-the-fly configuration of:

a. b. c. d. e. f. g.

display mode (full-screen or windowed) screen selection – allows displaying the client on all or on specified local screens. Interface language selection Frame rate setting (reduced or full frame rate) for cameras either than the selected (highlighted) camera in Browse mode. In both options, the selected camera will display in full frame rate. Video quality setup for H.264/MPEG4 streams: the user is given the option to skip to next I-frame (complete image frame) in the event of incomplete video data between Iframes. Joystick Sensitivity (virtual and physical) setup - This setting determines the threshold for response to joystick movement, to unintended joystick movement caused by physical vibration or random minute pan/tilt signals sent by the joystick. Joystick button setup – joystick buttons may be configured with control shortcuts for the following operations: 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23)

PTZ Up PTZ Down PTZ Left PTZ Right PTZ Up Left PTZ Up Right PTZ Down Left PTZ Down Right PTZ Zoom In PTZ Zoom Out PTZ Presets (9 shortcuts available) Start Recording Show Live Show Browse Next Image Previous Image Playback Minimize/Maximize View Minimize Application Log Out Close Application Show Client Setup Show Shortcut Keys

L. Keyboards Shortcuts for Client Operations 1. Keyboard shortcuts shall be available for many the following Client controls:

a. PTZ Up b. PTZ Down c. PTZ Left

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

d. e. f. g. h. i. j. k. l. m. n. o. p. q. r. s. t. u. v. w.

PTZ Right PTZ Up Left PTZ Up Right PTZ Down Left PTZ Down Right PTZ Zoom In PTZ Zoom Out PTZ Presets (9 shortcuts available) Start Recording Show Live Show Browse Next Image Previous Image Playback Minimize/Maximize View Minimize Application Log Out Close Application Show Client Setup Show Shortcut Keys

2. All shortcuts shall be a combination of the [Alt, Control or Shift keys] + [any number of letter key]. M. Access to the Client setup menu shall be granted on a per group and per user basis as configured in the Administrator program. N. Hardware Requirements for Video Client Application 1. The Video Client shall allow the use of Windows based computer, servers, storage and switches from any manufacturer with components that meet the following requirements.

a. CPU – Intel Corei5™ or better b. RAM – 4 GB (8GB if using 64 bit OS) c. Operating system - Windows XP Professional SP3; Windows Vista Business, d. e. f.

Ultimate, Enterprise (32 & 64 Bit), or Windows 7 Professional, Ultimate or Enterprise (32 & 64 Bit) Software - DirectX 9.0 or newer Graphics Adapter – PCI-Express, minimum 256 MB RAM, Direct 3D supported. Video RAM Requirements: 1) 2) 3) 4)

20 simultaneous Video Channels: 512 MB 35 simultaneous Video Channels: 1 GB 50 simultaneous Video Channels: 1.5 GB 64 simultaneous Video Channels: 2 GB

NOTE: Video RAM requirements are regardless of number of attached monitors. Additional factors may affect video RAM requirements, including megapixel cameras, compression format, as well as video card and other system hardware specifications.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

2.06

Major Component - Web and Mobile Client A. The IPVSSP shall include a High Definition Interactive Streaming (HDIS) component to allow for browser-based access to privileged cameras over low bandwidth connections. B. The HDIS service shall allow streaming of up to 16 megapixel, HD or SD resolution cameras at up to 30 frames per second. C. The web client shall allow for unlimited views creation in the browser as well as access to shared views as configured in the IPVSSP Base. 1. Available views shall include:

a. b. c. d.

1x1 2x2 3x3 4x4

D. Users have the ability to change cameras in a view by a simple drag-and-drop operation from a list of available cameras E. Cameras may be viewed in a grid or full screen by clicking the title bar of the camera F. Web client users have the ability to digitally zoom any camera G. Web client users have the ability to control PTZ cameras via the following methods: 1. Click to center 2. Access to PTZ presets

H. The web client shall include synchronized playback of all camera in a view with forward and reverse speed control as well as frame-by-frame controls I.

The Web Client shall support the Recorder’s ability to view live video in one stream and recorded video in another.

J.

The HDIS component shall include administration tools for: 1. 2. 3. 4.

Bandwidth limitation Frames per second control Client view resolution Concurrent logins

K. Portable (handheld) clients - The IPVSSP system shall enable access to live and recorded video, from any camera, through the following: 1. Free Apple® iPad app

a. iPad 2 and later supported

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13

2.07

Add-on Applications A.

General 1. The IPVSSP shall enable the incorporation of optional add-on applications to enhance the overall functionality of the IPVSSP system. 2. Add-on applications include, but are not limited to:

a. Video Wall Management B. Video Wall 1. The Video Wall add-on shall enable pushing single cameras or entire camera arrays to multiple remote displays (video walls, public displays, users’ video client screens), across the network. 2. The Video Wall add-on shall be operated through the unified Video Client interface. 3. Video Walls will be controlled via the Video Client’s map-based navigation interface, by means of:

a. Selecting a map from a list, or linking to a map via another map b. Selecting a video wall, from a drop-down list. A representation of the selected video wall will appear on a dedicated Video Walls panel, depicting the number of screens and their relative layout (e.g. a 1x4 layout vs. a 2x2 layout, for a 4-screen video wall). 4. Cameras and/or camera arrays are pushed to screens in two ways:

a. Drag-and-drop 1) For single cameras, the representative icon is dragged to the desired segment of a video wall screen. 2) For camera arrays, the representative icon is dragged to the desired screen; the camera array will populate the entire screen.

b. Highlight and select 1) A segment of a video wall is highlighted (by clicking); clicking on a camera icon will push the camera to the selected segment; clicking on a camera array icon will cause the array to populate the entire screen. 5. The Video Wall add-on shall enable accessing and displaying cameras and camera arrays (‘Views’) through the Video Client’s map-based interface. 6. Navigation maps for navigating to cameras shall be created in the IPVSSP Base administration application; Video client operators shall have access to maps upon logging in to the Base Server. 7. There is no limit on the number of maps available to users. 8. Images for maps (geographical, aerial photo, floor plan or any graphic) shall be created in an image format supported by the client machine, including but not limited to:

a. b. c. d. e.

JPEG PNG BMP TIFF GIF

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 9. Map images shall be scalable. Increasing and decreasing the size of the map image (creating a zoom in/out effect) shall be done via dedicated controls. 10. The mapping interface shall allow dragging map images that exceed the size of the map window. 11. Maps shall include the following elements:

a. Camera icons, representing a single camera. Multiple icons, representing different types of cameras, may be incorporated in a single map.

b. Camera View icons, representing entire view array as created for the client application. View arrays included in maps shall may include: 1) 2) 3) 4) 5) 6)

Cameras Camera carousels Alert panes for on-event automatic push-video alerts Alert panes for manual (peer-to-peer) push-video alerts HTML pages Static HTML images.

c. Hyperlinks to other maps d. ‘Back’ button to last map displayed. 12. A live preview window will pop up upon clicking and holding on a camera or camera array icon. Camera and Camera Array preview windows shall allow:

a. b. c. d. e.

Launching multiple preview windows on a single map Docking a preview window to the map Resizing the preview window All interactive features as in live monitoring mode, including playback control, digital PTZ, optical PTZ and PTZ presets (for PTZ cameras), 360-degree lens parsing (for cameras equipped with 360-degree lens) Arranging multiple docked preview windows at the bottom of the screen, via dedicated controls; preview windows shall resize based on the number of preview windows docked.

13. The map interface shall allow pushing cameras and camera arrays to local (for multiplescreen video clients) and remote (video wall; requires optional add-on application) video displays.

a. A menu bar item shall list the available video walls (including local displays). Video walls shall be graphically represented in a drop-down video wall menu.

b. The user shall be able to adjust the number of video panes on each display: 1x1, 2x2 or 3x3.

c. Cameras shall be pushed to video walls by highlighting the desired video wall graphic d. e.

or pane within a video wall graphic, and clicking on a camera icon. Alternately, a camera icon can be dragged into a video wall or video wall pane. Camera arrays are pushed to video wall displays in the same manner; in such a case, the video wall display shall assume the pushed camera group’s array structure. The mapping interface shall allow controlling the video displayed on local and remote video walls, including: 1) Toggle between live and playback 2) Playback (forward and backward) and Pause

f.

IP-VIDEO SURVEILLANCE AND SECURITY PLATFORM Section 28 23 13 A camera pane panel shall allow viewing and controlling the camera sent to a video wall, independent of the video wall playback controls, with all supported camera control functions: 1) 2) 3) 4) 5) 6)

playback control digital PTZ optical PTZ PTZ presets (for PTZ cameras) 360-degree lens parsing (for cameras equipped with 360-degree lens). With the exception of Optical PTZ controls, operations on this panel shall not affect the image on the video wall.

g. A camera locator control shall display the location of the camera icon, centered within a map.

PART 3 – EXECUTION 3.01

INSTALLERS A. The Contractor’s installers and technicians shall be factory trained and certified to install, service, and maintain the system.

3.02

INSTALLATION A. Before permanent installation of the system, the system shall be tested in conjunction with all other systems to which there is planned inbound or outbound communication with the Platform. B. Install location: The IPVSSP Base application shall be installed on a dedicated, limited-access server, which will be located in the Utility Control Center computer room. C. Install client software that allows full view of all cameras on six (6) PCs. City shall supply PCs. D. Install client software that allows the view of the front vehicle gate phone and front personnel gate phone, cameras 25 and 27, on 10 PCs. City shall supply PCs.

END OF SECTION

VIDEO RECORDERS Section 28 23 19

SECTION 28 23 19 VIDEO RECORDERS PART 1 GENERAL 1.01

SUMMARY A

Section includes a Network Video Recorder Server (NVRS).

B. Product – The Network Video Recorder Server shall be designed and built specially for video management systems. C. The scope of work of this section is to provide and install a Network Video Recorder Server in an existing server rack located in the Utility Control Center computer room. D. Install one new LED flat panel video monitor, minimum 20”, for server. E. For the base contract, the contractor is to provide a Network Video Recorder Server that has 90 days of storage for the 40 cameras. F. For the add alternate, the contractor is to provide a Network Video Recorder Server that has 180 days of storage for the 40 cameras.

PART 2 PRODUCTS 2.01

NETWORK VIDEO RECORDER SERVER A. Manufacturer: Vista Video Storage & Server Technologies, Inc. VVSST, INC. 6850 Shiloh Rd E, Unit B Alpharetta, GA 30005 Tel: 678.810.0733 eFax: 262.478.3698 Email: [email protected] B. Base Contract Model: V36W8CW26R16DLA30TB_OCB C. Add Alternate Model: Capacity for 180 days of storage D. Alternates: Or Approved Equal

2.02

GENERAL DESCRIPTION

A. The High Definition Network Video Recorder shall be preloaded with the Video Management Software.

VIDEO RECORDERS Section 28 23 19 B. The High Definition Network Video Recorder shall use the existing IT infrastructure and require no special cabling.

C. The High Definition Network Video Recorder shall run Microsoft Windows with configurable storage.

D. The High Definition Network Video Recorder shall be scalable to include storage expansions and multiple servers.

E. The High Definition Network Video Recorder shall have guaranteed performance to process 6x 1.3MP and 37x 1080p HD cameras recording H.264 compression at 8fps generating 125Mbps. F. Three-year advanced replacement warranty and lifetime tech support. G. LSA RAID controllers with StreamFusion+, an LSI developed technology to streamline processing random data video stream. H. Plug and Play appliance. I.

Redundant 900W (1+1) high-efficiency power supply.

J.

2x Gigabit Ethernet Ports

K. The High Definition Network Video Recorder shall be accessible by remote clients. L. The High Definition Network Video Recorder shall have 16 x 3.5” SAS/SATA hot-swap drive bays.

PART 3 – EXECUTION 3.01

INSTALLATION OF NETWORK VIDEO RECORDER SERVER 1. Preload server with the Video Management Software. 2. Install server in exiting rack located in the Utility Control Center computer room. 3. Connect server to the City network. 4. Program server as required. END OF SECTION

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

SECTION 28 23 29 VIDEO SURVEILLANCE REMOTE DEVICES AND SENDSORS PART 1 GENERAL 1.02

SUMMARY A

Section includes Network Mini Dome and PTZ Full HD Cameras.

B. The scope of this section is to provide and install 40 cameras in the Municipal Service Center yard and Utility Control Center per the site map of numbered camera locations. 1. Camera location numbers 21 and 36 shall be Network 720p / 30fps HD PTZ cameras. 2. Camera location numbers 13, 14, 26, 27, and 38 shall be Network 720p / 30fps HD Mini Dome cameras. 3. All other camera locations shall be Network 1080p / 30fps cameras. C. Program all cameras in the video management system.

PART 2 PRODUCTS 2.01

CAMERAS A. Manufacturer: Sony Electronics, Inc. 1 Sony Drive Park Ridge, NJ 07656 www.Sony.com/security B. Models: 1. SNC-EP550 Network PTZ – E Series 720p / 30fps HD with Outdoor Housing 2. SNC-EM632R Network Mini Dome Outdoor IR Ruggedized 1080p / 30fps HD 3. SNC-EM602R Network Mini Dome Outdoor IR Ruggedized 720p / 30fps HD C. Alternates: Or Approved Equal

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

2.02

NETWORK CAMERA SPECIFICATIONS FOR SONY SNC-EP550

A. GENERAL SPECIFICATIONS: 1. The SNC-EP550 shall be a HD Network Pan/Tilt/Zoom (PTZ) Camera supporting 3 codecs, JPEG, MPEG-4 and H.264, any two of which can be used simultaneously. The SNC-EP550 shall utilize a 1/4-type, Exmor CMOS sensor of approx. 1.43 Megapixels and have a day/night capability. 2. The SNC-EP550 shall be capable of 340 degrees pan rotation and a tilt range of 105 degrees, designed for ceiling mount operation. The SNC-EP550 shall also have maximum pan/tilt speeds of 300˚ per second. 3. The SNC-EP550 shall incorporate a built-in 28X optical, auto-focus zoom lens, and shall have 12X digital zoom capability. 4. The SNC-EP550 shall have a Smartphone viewer, which can display the camera image and operate Pan/Tilt/Zoom (PTZ) on the smartphone. For more details, refer to http://www.sony.net/IPELA/snc. 5. The SNC-EP550 shall be capable of an e-flip function, a feature when the camera passes the down position, electronically flips the image180 degrees. 6. The SNC-EP550 shall be capable of guard tour (position tour), for which up to 16 presets can be programmed, and moves to each preset sequentially when guard tour is activated. Up to 5 programs (tours) can be set. The SNC-EP550 shall also have 256 user defined presets, with a repeatable mechanical preset accuracy of ± 0.045˚ (typical). 7. The SNC-EP550 shall have a Wide-D capability (86 dB) that is achieved using DynaView technologies. . 8. Wide-D shall expand the video dynamic range of the camera to improve the visibility of images even in extremely high-contrast environments and shall also compensate for scenes with extremely poor contrast. 9. DynaView shall reduce ‘white-out’ in high-contrast shooting environments, such as when the camera is located at the entrance of a building where there is a strong backlight. DynaView shall be available when the slow shutter is not used. 10. The SNC-EP550 shall have a NR (Noise Reduction) function, which can be selected among High, Middle, Low, and Off, 11. The SNC-EP550 shall have a new “Advanced Auto” mode in White Balance setting, which can automatically adjust the color to be closest to the image you are viewing. When performing photography under a high pressure sodium vapor lamp, the SNC-ER550 automatically switches to “Sodium vapour lamp” mode, which can provide natural images without any yellow tinge.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 12. The SNC-EP550 shall have a “High sensitivity mode” in Picture tab of camera menu. It applies additional higher sensitivity gain as regular gain is increased, providing up to a 4X increase when gain is at the maximum level. 13. The SNC-EP550 shall a built-in SD/SDHC memory card slot for an on-board recording capability. The on-board recording function can be used only when the Intelligent Motion Detection (IMD) function or the tamper alarm function is not used. 14. The network interface shall be via an 8-pin RJ-45 connector, 10Base-T /100Base-TX Ethernet. Both IPv6 and IPv4 are supported. 15. The SNC-EP550 shall utilize JPEG, MPEG-4 and H.264 compression. The maximum resolution for each codec shall be 1280 x 720. 16. The SNC-EP550 is compliant with the SMPTE 296M in terms of number of pixels (1280 x 720) and 16:9 format. 17. The supported image sizes shall be 1280 x 720, 1024 x 576, 800 x 600, 800 x 480, 768 x 576, 720 x 576 (PAL), 720 x 480 (NTSC), 704 x 576, 640 x 480, 640 x 368, 384 x 288, 320 x 240 and 320 x 192 resolution. 18. The size of image from the camera can be selected. If different image sizes are set for Image 1 and 2, only 640 x 480 or smaller size can be set for Image 2. 19. The maximum frame rate capability of the SNC-EP550 over network shall be 30 frames per second in any of the 3 codecs (H.264/MPEG-4/J-PEG). 20. The SNC-EP550 shall have the capability of simultaneously encoding up to 2 of the following codecs in any combination: JPEG, MPEG-4, and/or H.264 including multiple instances of the same codec. The maximum frame rates of each combination are shown in the tables below:

Codec H.264 Single Codec Stream MPEG-4 JPEG H.264 H.264 H.264 Dual Codec Stream MPEG-4 MPEG-4 JPEG

1st Resolution 1280x720 1280x720 1280x720 1280x720 1280x720 1280x720 1280x720 1280x720 1280x720

fps 30 30 30 25 25 25 20 20 16

H.264 JPEG MPEG-4 MPEG-4 JPEG JPEG

2nd Resolution

fps

1280x720 1280x720 1280x720 1280x720 1280x720 1280x720

5 10 6 10 15 10

21. JPEG compression levels shall be user selectable in 10 levels of compression ratios, based on an image of 24 bits per picture element (8 bits each for YUV).

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

22. Constant bit rate algorithm for JPEG data: The SNC-EP550 shall be capable of equalizing JPEG data sizes to have stable bandwidth utilization. Data size for each compression level is as follows:

Data Size (KB)

Level

Compres sion Ratio

320 x 192

640 x 480

1280 x 720

1 2 3 4 5 6 7 8 9 10

1/60 1/50 1/40 1/35 1/30 1/25 1/20 1/15 1/10 1/6

3 3.5 4.4 5 5.8 7 8.7 12 17 30

15 18 22 25 29 35 44 59 87 150

44 53 55 75 89 110 130 180 270 480

23. Actual frame rate in JPEG shall be shown in the tables below:

Resolution Image Quality Level 1 2 3 4 5 6 7 8 9 10

320 x 192

640 x 480

768 x 576

1024 x 576

1280 x 720

Actual Outuput Frame Rate (fps) 30 30 30 30 30 30 30 30 30 30

30 30 30 30 30 30 30 30 20 12

30 30 30 30 30 30 30 20 15 8

30 30 30 30 30 25 20 16 10 6

30 30 25 25 20 16 12 10 6 4

24. The supported operating systems shall be Microsoft Windows 7 32 bit/64 bit (Ultimate/Professional), Windows Vista 32 bit (Ultimate/Business), Windows XP 32 bit (Professional). Minimum PC requirements shall be the Intel Core2 Duo Processor, 2 GHz or higher, with 1 GB RAM or more supporting 1600 x 1200 or higher resolution, 24-bit True Color display capability with Ethernet 100Base-TX.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 25. The SNC-EP550 shall incorporate a built-in web server, such that the standard web browser Windows Internet Explorer (version 6.0, 7.0 or 8.0 recommended) can be used to access the camera without need for special viewer software. 26. The following web browsers can also be used to access the camera with the ‘Plug-in Free’ viewer: Firefox version 3.5, Safari version 4.0 and Google Chrome version 4.0. When using these browsers, the video is displayed in JPEG format. 27. The ‘Plug-in Free’ viewer also supports the Flash plug-in and ActiveX viewer, the latter allowing for MPEG-4 and H.264 video streams. 28. The SNC-EP550 shall support ActiveX viewer which allows the camera image to be viewed in Internet Explorer, can display panorama images in ‘Map View Mode’ and ‘Arctic View Mode’, allows for recording of video and audio directly to the PC’s hard drive, and supports direct audio from the PC mic to the camera. 29. The SNC-EP550 shall be capable of generating HTML code for the video image, allowing for easy web page integration. 30. The SNC-EP550 shall support Windows Desktop Gadgets and shall allow for the ActiveX viewer to be modified. 31. The SNC-EP550 web browser shall support the following languages: English, Japanese, Simplified Chinese, Traditional Chinese, Korean, Portuguese, French, Spanish, German, and Italian. 32. The SNC-EP550 shall be capable of supporting up to 5 users simultaneously over the network. 33. The SNC-EP550 shall have up to 6 user level settings. The administrator shall have complete access/control of the cameras. The other 5 levels of access can be set to limit user privileges to functions such as viewing, changing image size, etc. Access to functions shall be determined as shown in the following table:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

34. The SNC-EP550 shall have the capability to stream MPEG-4 and H.264 video in TCP protocol or MPEG-4 and H.264 in UDP (unicast/multicast) protocol. 35. The SNC-EP550 shall have an Adaptive Rate Control (ARC) function when using MPEG-4 and H.264 compression. This function when enabled, shall allow the camera to maintain the frame rate at a reduced image quality when network congestion occurs. Should network bandwidth become further restricted, the frame rate shall then drop automatically to a suitable speed to maintain image integrity. 36. The SNC-EP550 shall incorporate a built-in Intelligent Motion Detection (IMD) capability that supports Distributed Enhanced Processing Architecture (DEPA) when the edge storage or the tamper alarm function is not used. .To minimize false triggers, the SNC-EP550 IMD shall compare the current image with prior 15 frames within the camera. The IMD algorithm shall allow the camera to discriminate against some environmental noise such as shaking leaves or AGC noise. 37. The SNC-EP550 shall have a camera tampering detection function that alerts the operator if the camera is tampered with. Tampering can include spraying the camera lens, covering it with a cloth, or changing the mounting direction. 38. The SNC-EP550 shall be capable of image cropping in all codecs, such that only the area of interest is transmitted, to reduce bandwidth and file storage requirements. 39. The SNC-EP550 shall support a letter box function. When the letter box function is enabled and resolutions except 16:9 aspect ratio are chosen, the displayed image will have mattes (black bars) on the top and bottom of the image and will not be stretched vertically. 40. The SNC-EP550 shall support the following network protocols: IPv4, IPv6, TCP, UDP, ARP, ICMP, IGMP, HTTP, HTTPS, FTP (client/server), SMTP, DHCP,

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 DNS, NTP, RTP/RTCP, RTSP (IPv4 only), and SNMP (MIB-2). Network security shall be via password (basic authentication) and IP filtering. 41. The SNC-EP550 shall support National Transportation Communications for ITS (NTCIP) protocol. 42. The SNC-EP550 shall support RTSP (IPv4) protocol based upon RFC 2326 and shall support the following options: DESCRIBE, SETUP, PLAY, TEARDOWN, and GET_PARAMETER. 43. The SNC-EP550 shall be capable of deterring brute force attacks. The camera shall recognize a brute force attack and refuse HTTP requests from an attacker's IP address for a preconfigured number of seconds. The camera shall determine that a brute force attack occurred when a client authentication error occurs five consecutive times. 44. The SNC-EP550 shall support QoS technology using DSCP (Differentiated Services Code Point). 45. The SNC-EP550 shall support HTTPS client authentication. 46. The SNC-EP550 shall support IEEE 802.1X. 47. The SNC-EP550 shall be compliant with the ONVIF (Open Network Video Interface Forum) specification version 1.02. 48. The SNC-EP550 shall have user configurable port settings. 49. The SNC-EP550 shall be capable of dynamic IP address change notification. It shall accomplish this via an email to a specified address or by HTTP when its IP address changes. 50. The SNC-EP550 shall have an email (SMTP) notification capability which allows the following: i. Sending an email to pre-specified users when an alarm is triggered by either motion detection, camera tampering detection or sensor input. A JPEG image, which is linked with the alarm trigger, can be attached to the email. ii. Periodically capturing a JPEG image and sending it via email. 51. The SNC-ER550 shall have an FTP client capability which allows the following: i. Transferring a JPEG image to a pre-specified FTP server when an alarm is triggered by either motion detection, camera tampering detection or sensor input. ii. Periodically capturing a JPEG image and transferring it to the FTP server. 52. The SNC-EP550 shall have an integral 28X (3.5 to 98 mm) F 1.35 to F 3.7, auto-focus zoom lens. The SNC-EP550 shall also have 12X digital zoom capability. 53. The SNC-EP550 shall be High Power over Ethernet (HPoE) capable, compliant to the IEEE 802.3at standard and shall be classified as Class 4. 54. The SNC-EP550 shall have privacy zone masking which blocks out unwanted or prohibited area within the video image to protect privacy. Mask colors shall be Black, any of 6 shades of Gray, White, Green, Yellow, Red, Cyan, Magenta, and Blue. The camera shall be capable of masking up to 8 areas. Such capability shall be via vendor supplied SNC toolbox utility software or the browser-based setup menu.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 55. The SNC toolbox software includes the IP Setup (including group camera management) program, Firmware Upgrade Tool, Panorama Creator, Privacy Masking Tool, Custom Homepage Installer, and Group Camera Setting Scheduler. The SNC toolbox shall be supplied with the camera as a standard accessory in the CD-ROM. 56. The recording software (RealShot Manager Lite) shall also be supplied with the camera as a standard accessory in the CD-ROM. 57. The SNC-EP550 shall have the capability to display a wide variety of overlays in any of 7 positions on the video image (4 corners, top, bottom, or center of the image). The following overlays shall be possible: - Camera ID of up to 20 alphanumeric characters or a logo in gif format - Date/Time data with selectable formats such as yyyy mm dd hh:mm:ss, mm dd yyyy hh:mm:ss, and dd mm yyyy hh:mm:ss - Azimuth titling (4 or 8 directions selectable) - Area titling (64 areas can be defined) - Camera zoom ratio (optical and digital) - Actual frame rate (fps) and bit rate (bps) - Preset position name of up to 32 alphanumeric characters - Event -- sensor IN, IMD, camera tampering detection - Character string The following display styles shall be available: outline and transparent, white half-transparent, black half-transparent, white, and black backgrounds. IMD shall not be effective in the selected superimposed areas. The following font colors are available: Black, Blue, Red, Magenta, Green, Cyan, Yellow and White. The following number of characters can be superimposed: - Up to 40 small-font characters on any of the four corners - Up to 80 small-font characters on the following 3 positions: top, bottom, and center. These overlays have precedence over the four corners. - Up to 26 large-font characters on any of the four corners - Up to 53 large-font characters on the following 3 positions: top, bottom, and center. These overlays have precedence over the 4 corners. All of overlays except the Date/Time data can be set to blink. 58. The electronic shutter speed shall be set from 1 to 1/10,000 second. 59. The SNC-EP550 shall have an I/O interface located on the rear of the base. There shall be 2 alarm/sensor input ports, and 1 alarm/relay output port (mechanical relay outputs electrically isolated from the camera).

60. The SNC-EP550 shall support IP Filtering, whereby access to the camera can be restricted to one or more groups of selected users. Up to 10 different groups can be established by defining an IP address range for each group. 61. The SNC-EP550 shall be capable of limiting the bandwidth from 64 kbps to 8 Mbps in MPEG-4 or H.264, and from 0.5 Mbps to an unlimited bandwidth in JPEG.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

62. The SNC-EP550 shall have an internal image memory size of approx. 8 MB for buffering JPEG/MPEG-4/H.264 images and audio. 63. The SNC-EP550 shall be capable of pre- and post-alarm buffering. 64. The pre-/post-alarm recording capabilities using an ‘Image memory’ function shall be as follows: i. Capable of storing several seconds of pre-alarm and post-alarm images when an alarm is triggered by the motion detection, camera tampering detection, or sensor input. ii. Capable of recording image and sound files on the approx. 8 MB of built-in memory or SD/SDHC memory card (not supplied). iii. Record in the codec format selected for monitoring. iv. Have a maximum duration for pre- and post-alarm recording that shall be dependent on the bit rate setting (for MPEG-4/ H.264) or the picture quality and frame rate setting (for JPEG) as shown in the following tables: Note: The values shown in the tables are calculated value.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

65. The camera shall also have an ‘Edge Storage’ function that operates as follows: i. Capable of storing up to pre-alarm and post-alarm images and audio on a SD/SDHC memory card. ii. Record in the codec format selected for monitoring. iii. Recording to this storage area can be done manually or when an alarm is triggered. iv. The trigger can be based on VMFs, audio detection, sensor input or network disconnection, or a combination of those alarms using Boolean operands such as a logical ‘AND’, ’OR’, or ‘THEN’. v. Capable of streaming the recorded data using the same protocols as live streaming such as RTP/HTTP/TCP/IP or RTP/RTSP, so that the user can view recorded image while recording. vi. Capable of simultaneously streaming live video with recorded video by using different sessions. vii. Capable of downloading the recorded video at a variety of speed rates such as 0.5x and 2x speed.

66. The SNC-EP550 shall support IEEE 802.1X authentication, and shall: i. comply with the IEEE 802.1X standards, ii. be capable of being integrated into an IEEE 802.1X network to achieve high network security, iii. support EAP-TLS mode to use a key pair from a Certificate Authority (CA), iv. support EAP-MD5 mode, v. support PEAP mode. 67. Upon CGI command request, system log shall be recorded on a built-in memory (non volatile memory).

B. CAMERA LENS SPECIFICATIONS: 1. The SNC-EP550 shall have an integrated 28X auto-focus zoom lens. The SNC-EP550 shall also have 12X digital zoom capability. 2. Focal length shall be 3.5 to 98 mm with field of view coverage of 55.9˚ to 2.1˚. 3. The integral lens shall be an IR compensated type lens.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 4. The aperture range for the lens shall be F 1.35 to F 3.6. 5. The minimum object distance shall be 10 mm (wide) to 1500 mm (tele).

C. VIDEO-ELECTRICAL SPECIFICATIONS: 1. The SNC-EP550 input power shall be a power voltage of AC 24 V, or shall be HPoE (IEEE 802.3at compliant, Class 4). 2. The power connection shall be by means 2-pin Phoenix connector on a pigtail, for AC 24 V operation. 3. The SNC-EP550 shall require a minimum scene illumination at either 1280 x 720 resolution of: Color: 1.0 lx (50IRE [IP], F 1.35, shutter 1/30 sec, AGC ON) 0.7 lx (30IRE [IP], F 1.35, shutter 1/30 sec, AGC ON) B/W: 0.10 lx (50 IRE [IP], F 1.35, shutter 1/30 sec, AGC ON, Night Mode) 0.07 lx (30 IRE [IP], F 1.35, shutter 1/30 sec, AGC ON, Night Mode) 4. Camera synchronization shall be Internal. 5. The SNC-EP550 shall have an AGC capability up to 28 dB. 6. The video signal-to-noise ratio shall be more than 50 dB (AGC Off, Weight On). 7. The SNC-EP550 shall have a 86dB wide dynamic range capability (theoretical) when the DynaView function is activated. 8. White balance shall be selected among Auto, Advanced Auto, Indoor, Outdoor, One push WB, ATW, vapour lamp, or Manual. 9. New Exposure shall be selected among Full auto, Shutter priority, Iris priority, or Manual when the DynaView is not used. 10. Power consumption for the SNC-EP550 shall be 25 watts maximum.

D. AUDIO SPECIFICATIONS: 1.

The SNC-EP550 shall support bi-directional audio, using G.711 (64 kbps) and G.726 (40, 32, 24, 16 kbps) codecs.

2.

The SNC-EP550 shall have mini-jack connectors to support external microphone and active speakers. External microphone input shall be monaural, 2.2 kilo ohms, 2.5 V DC plugin-power. Audio line output shall be also monaural which has a maximum output level of 1 Vrms.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 3.

The SNC-EP550 shall be capable of storing up to 3 audio files. Audio files shall be generated and transferred to the camera using either the web browser or the manufacturer provided SNC audio upload tool software.

4.

The SNC-EP550 shall support the Voice alert function, which can automatically play an audio file stored on the camera by an alarm trigger using motion detection, camera tampering detection, or via a sensor input.

5.

The SNC-EP550 shall have the Dynamic Range Compressor which automatically controls microphone gain to optimize audio volume level.

6.

The SNC-EP550 shall provide time stamp on the streaming audio. Time stamp shall be inserted in the header area of the audio data.

7.

Audio data shall be interleaved with video and serially transmitted in a single session for synchronization.

8.

User shall have the capability to activate the microphone input via the web interface.

E. MECHANICAL SPECIFICATIONS: 1.

The SNC-EP550 shall have 340˚ pan rotation and 210˚ tilt range. The unit shall be designed for ceiling mount operation.

2.

The SNC-EP550 shall have maximum pan/tilt speeds of 300˚ per second and minimum pan/tilt speeds of 0.84˚ per second. The SNC-EP550 shall have 256 user defined presets, with a repeatable mechanical preset accuracy of ± 0.045˚ (typical).

3.

The SNC-EP550 camera lens shall be an integrated 3.5 to 98 mm F 1.35 to F 3.7 autofocus zoom lens.

4.

The SNC-EP550 shall have zoom movement speed as follows: Optical WIDE – Optical TELE 2.3 sec (Focus Tracking ON) 1.6 sec (Focus Tracking OFF) Optical WIDE – Digital TELE 4.3 sec (30p/60p mode) 4.9 sec (25p/50p mode)

5. The camera shall support one optically isolated sensor input, and two relay outputs. They shall be accessible via a supplied cable. 6. The SNC-EP550 shall provide sensor in/relay out ports for interfacing with external equipment. The sensor input shall be configurable for either ‘Normally Open’ or ‘Normally Closed’ configuration. 7. A relay output shall be rated at 24 V AC/ 24 V DC, 1 A or less.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

8. The SNC-EP550 shall have a built-in SD/SDHC memory card slot that can be used when the unit is powered by AC 24 V. Either of the following can be used in this card slot: SD/SDHC memory card up to 32 GB. 9. The SNC-EP550 dimensions shall be approximately 5 7/8 inches (Dia.) x 7 5/8 inches (H), 147.4 mm (Dia.) x 190.9 mm (H). 10. The SNC-EP550 shall weigh approximately 3 lb 12 oz (1.7 kg) (including ceiling bracket). 11. The SNC-EP550 shall have an RJ-45 socket on the base of the unit.

F. ENVIRONMENTAL SPECIFICATIONS: 1.

The SNC-EP550 operating temperature shall be within the range of +23 ˚F to +122 ˚F (-5 ˚C to +50 ˚C). Cold start temperature must be greater than 32 ˚F (0 ˚C).

2.

The SNC-EP550 storage temperature shall be within the range of -4 ˚F to +140 ˚F (-20 ˚C to +60 ˚C).

3.

The SNC-EP550 operating humidity shall be within the range of 20 % to 80 % (noncondensing).

4.

The SNC-EP550 storage humidity shall be within the range of 20 % to 95 % (noncondensing).

G. SUPPLIED ACCESSORIES: 1. 2. 3. 4. 5. 6. 7. 8.

CD-ROM (User’s guide, SNC toolbox, SNC video player, SNC audio upload tool, RealShot Manager Lite) Installation manual Ceiling bracket Template Screws (2) 24 V AC connector I/O connector Warranty booklet

H. OPTIONAL ACCESSORIES: None

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

I.

DUMENSIONS

SNC-EP550

Units: mm (inches)

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

2.03

NETWORK CAMERA SPECIFICATIONS FOR SONY SNC-EM632R

A. MAIN FEATURES: 1. Outdoor Ruggedized Mini Dome Full High Definition (FHD) Network Camera 2. 1080p FHD picture quality (1920 x 1080 pixels maximum resolution), supporting H.264 at 30 fps (IP) 3. Wide Dynamic range (Wide-D) equivalent to 90 dB 4. Simultaneously encoding up to 3 of the following streams in any combination, including multiple instances of the same compression format: JPEG and/or H.264 (High/Main/Baseline Profile) 5. Minimum scene illumination of 0.1 lx in Color mode and 0 lx in Black and White (B/W) mode (50 IRE [IP], F 1.2, View-DR Off, VE Off, Auto Gain Control maximum rate MAX, 1/30s, 30fps, IR illuminators On*) with built-in IR (Infrared) illuminators. (* B/W mode) 6. Advanced IR technology: The camera shall have 20 pieces of built-in IR LED illuminator to provide high-quality IR images without overexposure by using Visibility enhanced wide Dynamic Range (View-DR). This technolgy shall allow for capturing images in the complete darkness (0 lx) while avoiding wash-out of the object, and users can recognize the object even it is very near to the camera in Night mode. 7. Picture mode: Picture mode shall be selectable from a range of camera scenes in the setting menu to optimize picture quality in various applications. This mode has the following options; - “Standard” - “Situation Priority - Moving object” to stabilize images - “Situation Priority - Low noise” to reducing noise on images, especially dark scenes - “Flickerless” to reduce the flicker on images according to power frequency (50 Hz or 60 Hz) of the lighting 8. IP66-rated waterproof and dust-tight feature: The camera shall be IP66 rated in accordance with the IEC 605292 standard for outdoor surveillance, or indoor where water ingress may pose an issue. 9. IK10-rated vandal-resistant feature: The camera shall be IK10 rated in accordance with the IEC 62262 standard to vandal-

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 resistant feature for protecting the camera from destructive behaviors. 10. IPELA ENGINE EX: Integrated signal processing system for high picture quality shall combine unique signal processing and video analytics technologies. This signal processing system provides four unique features such as View-DR, XDNR, and DEPA Advanced. 11. Visibility enhanced wide Dynamic Range (View-DR) : This technology shall be a combination of unique full-capture Wide Dynamic range (Wide-D) technology, the high-speed Exmor CMOS sensor, and Visibility Enhancer (VE) technology.

The full-capture wide dynamic range technology shall use an electronic shutter to capture multiple images and reproduce each frame. One image is taken using a standard exposure time and either 1 or 3 additional images are taken using very short exposure times, depending on the camera type*. (*This model shall synthesize a single image from 2 images taken by slow shutter speed.) With the advanced View-DR algorithm, all of the electrons converted from the captured light are fully used by the imager, which is significantly different from some other Wide-D technologies in the industry which discard approximately half

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 of these electrons. As a result, View-DR nearly doubles the sensitivity that is offered by conventional Wide-D technologies. The level of the wide dynamic range (View-DR) setting changes automatically depending on lighting condition. When the light level drops, the wide dynamic range (View-DR) turns off automatically. 12. Exmor CMOS: This sensor shall realize high quality and low noise images. 13. Visibility Enhancer (VE): This technology optimizes the brightness and color reproduction of an image dynamically on a pixel-by-pixel basis while continuously adapting to the scene. This method differs from the technique of using the preset gamma curves. Technically, this technology stretches the contrast in both the backlit portions and the shadows within the given dynamic range, which is different from unique wide dynamic range technologies. This technology also contributes to the high sensitivity of the camera. By combining this technology with a unique noise reduction feature named eXcellent Dynamic Noise Reduction (XDNR), the camera can reproduce clear and bright images in very low-light conditions, while keeping noise at a minimal level. 14. eXcellent Dynamic Noise Reduction (XDNR): This technology reduces Auto Gain Control (AGC) noise to provide clear images without motion blur. This also reduces image data size. 15. XDNR and VE can be used in conjunction with each other and shall provide approximately 4 times the sensitivity compared to the condition where both features are set to off. 16. Intelligent Motion Detection (IMD): This feature shall be able to minimize the number of false alarms by eliminating environmental noise such as trees moving, ripples in water, reflection from wet roads and gain noise to name but a few. This is very different to other manufacturers that typically compare just two frames together. This camera compares 15 frames together, which ensures that only ambiguous objects moving can trigger a real alarm. As a result, this enables end users to focus on real events, not suffer from loss of attention and quickly locate video that has been recorded upon alarm activations. 17. Distributed Enhanced Processing Architecture Advanced (DEPA Advanced): This technology shall extend the benefits of unique conventional intelligent video analytics and enables its functionality to be used with third-party software vendors. Alternatively the camera can be configured using the web interface to be a stand-

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 alone intelligent surveillance solution. 18. The camera shall be compliant with the Open Network Video Interface Forum Profile S (ONVIF Profile S) conformance.

B. CAMERA: 1. The camera shall utilize a 1/2.9-type progressive scan Exmor CMOS sensor. 2. The number of effective pixels shall be approx. 2.14 Megapixels. 3. The analog video output of the camera shall be selectable from either the NTSC or PAL standards. 4. Camera synchronization shall be Internal. 5. The camera shall require a minimum scene illumination of: Color: 0.1 lx (50 IRE [IP], F 1.2, View-DR Off, VE Off, Auto gain control maximum rate MAX, 1/30s, 30 fps) 0.06 lx (30 IRE [IP], F 1.2, View-DR Off, VE Off, Auto gain control maximum rate MAX, 1/30s, 30 fps) B/W: 0 lx (50 IRE [IP], IR illuminators On) 0 lx (30 IRE [IP], IR illuminators On) 6. The camera shall have an equivalent 90 dB wide dynamic range capability. 7. The video signal-to-noise ratio shall be more than 50 dB (Auto gain control maximum rate 0 dB). 8. The camera shall limit the maximum amount of gain-controlled automatic exposure control. 9. The electronic shutter speed shall be set from 1 to 1/10,000 second. 10. The camera shall adjust the target brightness for the automatic exposure setting by selecting the exposure correction value from the list box on the menu. 11. White balance shall be ATW (approx. 2000 K to 10000 K), ATWPRO (approx. 2500 K to 6000 K), Indoor, Outdoor, Fluorescent lamp, Mercury lamp, Sodium Vapor lamp, Metal Halide lamp, White LED, One push WB, or Manual settings.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 The R/B gain offset can be set for the ATW or ATW-PRO settings. 12. The camera shall have an integrated 3X IR compensated DC auto-iris type varifocal lens as a standard equipment. 13. The camera shall also have 4X digital zoom capability. 14. The camera shall have the total zoom ratio of 12X with 3X optical zoom and 4X digital zoom capabilities. 15. The camera shall have an Easy Focus function, which adjusts the camera focus via the Easy Focus button on the rear of the camera or remotely via the GUI. 16. The camera shall also have a ZOOM/FOCUS switch on the front of the camera unit, which is used for manual adjustments of the camera zoom and focus. 17. The camera shall also have a zoom/focus adjustment capability via the ZOOM/FOCUS switch on the camera unit or remotely via the GUI. 18. The camera shall be adjusted all pan, tilt and rotation positions by turning the lens case to rotate the camera. 19. The viewing angle in 1920 x 1080 mode (16:9 aspect ratio) shall be: Horizontal: 105.2 ˚ to 35.4 ˚. Vertical: 57.0 ˚ to 20.0 ˚. Tilt: 127.6 ˚. 20. The ranges (typical) shall be: Pan: -192° to +192° Tilt: -7° to +75° Rotate: -99° to +99° 21. The focal length shall be 3.0 to 9.0 mm. 22. The aperture range for the lens (F number) shall be F 1.2 (Wide) to F 2.1 (Tele). 23. The minimum object distance shall be 11 7/8 inches (300 mm). 24. The camera shall have 20 pieces of built-in IR LED illuminator. 25. The camera shall have built-in IR illuminators which allow for capturing images in the complete darkness (0 lx). The camera shall have 2 modes: 'On' and 'Off' in ‘Sync with IR Illuminator’ setteing. When ‘On’ mode is selected, IR illuminators are automatically activated when the camera switches to night mode. There shall be 4 selectable ‘IR

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 Illuminator’ levels to control the intensity of the IR illuminators. 26. The IR illuminators shall have a wavelength of 850 nm. 27. The IR illuminators shall be effective (50 IRE [IP]) at 30 m (98.4 ft).

C. CAMERA FEATURES: 1.

The camera shall have a True Day/Night (D/N) function to switch to Day mode (color mode) or Night mode (black and white mode) depending on the light level.

2.

The camera shall be capable of an e-flip function, a feature when the camera passes the down position, electronically flips the image180˚.

3.

The camera shall have an Image Stabilizer function, which can display with less video sway when the camera is installed in a place with vibration.

4.

The camera shall have polygonal privacy zone masking which blocks out unwanted or prohibited area within the video image to protect privacy. Mask colors shall be Black, any of 6 shades of Gray, White, Green, Yellow, Red, Cyan, Magenta, and Blue. Mosaic patters shall be also selected as masking. The camera shall be capable of masking up to 20 areas. Such capability shall be via vendor supplied SNC toolbox utility software or the browser-based setup menu.

5.

The camera shall be IK10 rated in accordance with the IEC 62262 standard to vandalresistant feature for protecting the camera from destructive behaviors.

6.

The camera shall be IP66 rated in accordance with the IEC 60529 standard to have waterproof and dust-tight feature for outdoor surveillance, or indoor where water ingress may pose an issue.

7.

The camera shall have the capability to display a wide variety of overlays in any of 7 positions on the video image (4 corners, top, bottom, or center of the image). The following overlays shall be possible: - Camera ID of up to 20 alphanumeric characters or a logo in gif format - Date/Time data with selectable formats such as yyyy mm dd hh:mm:ss, mm dd yyyy hh:mm:ss, and dd mm yyyy hh:mm:ss - User setting frame rate (fps) and bit rate (bps)

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 - Event -- sensor IN, unique intelligent motion detection, unique video motion filters, camera tampering detection - Character string - Compression format information The following display styles shall be available: outline and transparent, white halftransparent, black half-transparent, white, and black backgrounds. Unique intelligent motion detection shall not be effective in the selected superimposed areas. The following font colors are available: Black, Blue, Red, Magenta, Green, Cyan, Yellow and White. All of overlays except the Date/Time data can be set to blink. 8.

The camera web browser shall support the following languages: English, Japanese, French, Spanish, German, Italian, Simplified Chinese, Traditional Chinese, Korean, Portuguese, Russian, Hindi, Vietnamese, and Thai.

9.

The camera shall have a Smartphone viewer, which can display the camera image and operate Pan/Tilt/Zoom (PTZ) on the smartphone.

D. VIDEO: 1. The supported resolutions shall be 1920 x 1080, 1280 x 720, 1024 x 576, 720 x 576 (PAL), 720 x 480 (NTSC), 704 x 576, 640 x 480, 640 x 360, 352 x 288, and 320 x 184 resolution. 2. The supported resolutions are shown in the following:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

3. The camera shall support the following compression formats: JPEG and H.264 (High/Main/Baseline Profile). 4. The maximum resolution for each compression format shall be 1920 x 1080. 5. The camera is compliant with the SMPTE 274M in terms of number of pixels (1920 x 1080) and 16:9 format. 6. The maximum frame rate at 1920 x 1080 resolution shall be 30 frames per second in H.264 (High/Main/ Baseline Profile) and 30 frames per second in JPEG. 7. Frame rate (fps) shall be selected among; For NTSC (60Hz) mode: 1, 2, 3, 4, 5, 6, 8, 10, 12, 15, 20, or 30. For PAL (50Hz) mode: 1, 2, 3, 4, 5, 6, 8, 10, 12, 15, 20, or 25. 8. The camera shall have variable bitrate (VBR) or constant bitrate (CBR) encoding format selectable to correspond with various network conditions. When VBR is selected, image quality level shall be always maintained. The bit rate shall be variable by a scene. When CBR is selected, the storage capacity shall be calculated easily. The bit rate shall be always constant. 9. Bit rate (Kbps) shall be selected among 64, 128, 256, 384, 512, 768, 1024,1536, 2048, 3072, 4096, 5120, 6144, 7168, 8000, 16000, 24000, or 32000. 10. The camera shall be capable of electronic pan/tilt/zoom or e-PTZ during e-PTZ mode. 11. The camera shall have an Adaptive Rate Control (ARC) function when using H.264 (High/Main/Baseline Profile) compression. This function when enabled, shall allow the camera to maintain the frame rate at a reduced image quality when network congestion

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 occurs. Should network bandwidth become further restricted, the frame rate shall then drop automatically to a suitable speed to maintain image integrity. 12. The camera shall be capable of limiting the bandwidth from 64 kbps to 8 Mbps in H.264 (High/Main/Baseline Profile), and from 0.5 Mbps to an unlimited bandwidth in JPEG. 13. JPEG compression levels shall be user selectable in 10 levels of compression ratios, based on an image of 24 bits per picture element (8 bits each for YUV). 14. Constant bit rate algorithm for JPEG data: The camera shall be capable of equalizing JPEG data sizes to have stable bandwidth utilization. Data size for each compression level is as follows:

15. Actual frame rate in JPEG shall be shown in the following table:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

16. The camera shall have the capability of simultaneously encoding up to 3 of the following compression formats in any combination, including multiple streams of the same format: JPEG and H.264 (High/Main/Baseline Profile). For example, the 1st streaming shall be used for the live monitoring, the 2nd streaming shall be used for recording to the storage, and the 3rd streaming shall be used for the mobile monitoring with the smartphone viewer. The maximum frame rates of each combination are shown in the following:

17. The camera shall be capable of supporting up to 20 users simultaneously over the network. 18. The camera shall have up to 6 user level settings. The administrator shall have complete access/control of the cameras. The other 5 levels of access can be set to limit user privileges to functions such as viewing, changing image size, etc. Access to functions shall be determined as shown in the following table:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 E. INTELLIGENT VIDEO ANALYTICS: 1. The camera shall have a unique conventional intelligent video analytics named Distributed Enhanced Processing Architecture Advanced (DEPA Advanced) to trigger an alarm based on user-defined rules. 2. The camera shall incorporate a built-in unique Intelligent Motion Detection (IMD) capability. To minimize false triggers, this Intelligent Motion Detection shall compare the current image with prior 15 frames within the camera. This algorithm shall allow the camera to discriminate against some environmental noise such as shaking leaves or Auto Gain Control maximum rate noise. 3. The camera shall have a Face Detection function which detects the locations and sizes of human faces. It detects facial features and ignores other objects, such as buildings, trees, and bodies.

4. The camera shall have a camera tampering detection function that alerts the operator if the camera is tampered with. Tampering can include spraying of the camera lens, covering it with a cloth, or changing of the mounting direction. 5. The camera shall have the following scene analytics, all of which can be set from the camera setup menu:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 - Intrusion: When a moving object enters the designated area, an alarm sounds. - Removed Object Detection: When an object has been removed from the designated area, an alarm sounds.

F. AUDIO: None

G. SYSTEM REQUIREMENTS & NETWORK: 1.

The supported operating systems shall be Microsoft Windows 8 Pro 32 bit and 64 bit, Microsoft Windows 7 32 bit and 64 bit (Ultimate/Professional), Microsoft Windows Vista 32 bit (Ultimate/Business), and Microsoft Windows XP 52 bit (Professional).

2.

Minimum PC requirements shall be the Intel Core i7, 2.8 GHz or higher, with 2 GB RAM or more supporting 1600 x 1200 or higher resolution, 24-bit True Color display capability with Ethernet 100Base-TX.

3.

The camera shall incorporate a built-in web server, such that the standard web browser Microsoft Windows Internet Explorer (version 7.0, 8.0, 9.0 or 10.0 recommended) can be used to access the camera without need for special viewer software.

4.

The following web browsers can also be used to access the camera with the plug-in free viewer: Firefox version 19.02, Safari version 5.1 and Google Chrome version 25.0. The plug-in free viewer enables the above browsers automatically when they are started. The plug-in free viewer display method will be selected automatically. ActiveX viewer can allow for H.264 (High/Main/Baseline Profile) video streams and JPEG format images on the Google Chrome version 25.0.

5.

The camera shall support ActiveX viewer which allows the camera image to be viewed in Internet Explorer. The ActiveX viewer allows for recording of video and audio directly to the PC’s hard drive, and supports direct audio from the PC mic to the camera.

6.

The camera shall be capable of generating HTML code for the video image, allowing for easy web page integration.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 7.

The camera shall support the following network protocols: IPv4, IPv6, TCP, UDP, ARP, ICMP, IGMP*, HTTP, HTTPS, SSL, SMTP, DHCP, DNS, NTP, RTP/RTCP, RTSP over TCP, RTSP over HTTP, and SNMP (v1, v2c, v3). Network security shall be via password (basic authentication) and IP filtering. *Source-Specific Multicast (SSM) shall be supported.

8. The camera shall have the capability to stream H.264 (High/Main/Baseline Profile) video in TCP protocol or H.264 (High/Main/Baseline Profile) video in UDP (unicast/multicast) protocol. 9. The camera shall be capable of dynamic IP address change notification. It shall accomplish this via an email to a specified address or by HTTP when its IP address changes. 10. The camera shall support HTTPS client authentication. 11. The camera shall have an email (SMTP) notification capability which allows the following: - Sending an email to pre-specified users when an alarm is triggered by either motion detection, VMFs, camera tampering detection, audio detection or sensor input. A JPEG image, which is linked with the alarm trigger, can be attached to the email. - Periodically capturing a JPEG image and sending it via email. 12. The camera shall support POP3, APOP, and CRAM-MD5 authentication for SMTP transmission. 13. The camera shall support RTSP protocol based upon RFC 2326 and shall support the following options: DESCRIBE, SETUP, PLAY, TEARDOWN, and GET_PARAMETER. 14. The camera shall support QoS technology using Differentiated Services Code Point (DSCP). 15. The camera shall support IP Filtering, whereby access to the camera can be restricted to one or more groups of selected users. Up to 10 different groups can be established by defining an IP address range for each group. 16. The camera shall support IEEE 802.1X authentication, and shall: - comply with the IEEE 802.1X standards, - be capable of being integrated into an IEEE 802.1X network to achieve high network security,

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 - support EAP-TLS mode to use a key pair from a Certificate Authority (CA), - support EAP-MD5 mode,

- support PEAP mode. 17. The camera shall have user configurable port settings. 18. Upon CGI command request, system log shall be recorded on a built-in memory (non-volatile memory). 19. The camera shall provide supplied applications with the camera as a standard accessory in the CD-ROM.

H. INTERFACES: 1.

An analog monitor output for setup shall be provided, accessible from the camera control panel after the camera is installed. The interface shall be a phono jack type connector.

2.

The camera shall have an RJ-45 socket on the rear of the camera.

3.

T he networ k inter f ac e s hall be via an 8- pin RJ - 45 c onnec tor , 10Bas eT /100Bas e- T X Ether net. Both IPv6 and IPv4 ar e s uppor ted.

I. GENERAL SPECIFICATIONS: 1. The camera input power shall be Power over Ethernet (PoE) (IEEE 802.3af compliant, Class 0) or Power over Ethernet + (PoE+) (IEEE 802.3at compliant, Class 4). 2. Power consumption for the camera shall be Max. 17 W (IEEE802.3at (PoE+), heater enable) Max. 11 W (IEEE802.3af/at (PoE/PoE+), heater disabled). 3. The camera operating temperature shall be within the following range: -40 °F to +122 °F (-40 °C to +50 °C) (heater enable) +14 °F to +122 °F (-10 °C to +50 °C) (heater disable)

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 4. The camera starting temperature shall be within the following range: -22 °F to +122 °F (-30 °C to +50 °C) heater enable) +32 °F to +122 °F (0 °C to +50 °C) (heater disable) 5. The camera storage temperature shall be within the following range: -4 °F to +140 °F (-20 °C to +60 °C) 6. The camera operating humidity shall be within the range of 20 % to 90 % (noncondensing). 7. The camera storage humidity shall be within the range of 20 % to 95 % (noncondensing). 8. The camera shall have a built-in heater allowing the camera to operate in extremely cold environments as low as -22 °F (-30 °C) when the unit is powered by AC 24 V, DC 12 V, or Power over Ethernet + (PoE+) (IEEE 802.3at compliant, Class 4). When power is supplied by IEEE802.3af (PoE) equipment, disable the heater by DIP switch on the camera; otherwise, the camera will not work properly. 9. The camera dimensions (Dia. x H) shall be approximately: 6 5/8 inches x 5 1/8 inches (166 mm x 128 mm), not including the projecting parts. 10. The camera shall weigh approximately 3 lb 7.7 oz (1580 g), not including the bracket. 11. The external material shall be: Upper case: AL Die-cast Lower case: AL Die-cast Dome cover: PC Cap: PC 12. The external color shall be white. 13. The camera shall have 4 holes for camera unit mounting screws outside of the waterproof rubber gasket to prevent water ingress from the mounting holes. 14. The camera shall have 3 types of conduit opening on the side of the unit as follows. - 3/4 inches NPT pipe - 3/32 inches (2.0 mm)-pitched M27 pipe - 3/4 inches LT7 connector 15. The camera shall be capable of being flush mounted to a ceiling using an optional YT-ICB45 flush mount kit, available from the camera manufacturer. 16. For safety, the removable front dome casing shall be secured via a rubber-based material secured through a strap to the main camera body.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

J. REGULATORY SPECIFICATIONS: 1.

JATE Technical standard (LAN)

2.

UL2044, IEC60950-1 (CB)

3.

VCCI (Class A), FCC (Class A), IC (Class A)

4.

Emission: EN55022 (Class A) + EN50130-4

5.

Immunity: EN55022 (Class A) + EN55024

6.

Emission: AS/NZS CISPR22 (Class A)

7.

C-Tick Class A

8.

Russia GOST-R

9.

KCC

10. EMC-TR

2.04

NETWORK CAMERA SPECIFICATIONS FOR SONY SNC-EM602R

A. MAIN FEATURES: 1.

Outdoor Ruggedized Mini Dome High Definition (HD) Network Camera

2.

720p HD picture quality (1280 x 1024 pixels maximum resolution), supporting H.264 at 30 fps (IP)

3.

Wide Dynamic range (Wide-D) equivalent to 130 dB

4.

Simultaneously encoding up to 3 of the following streams in any combination, including multiple instances of the same compression format: JPEG and/or H.264 (High/Main/Baseline Profile)

5.

Minimum scene illumination of 0.05 lx in Color mode and 0 lx in Black and White (B/W) mode (50 IRE [IP], F 1.2, View-DR Off, VE Off, Auto Gain Control maximum rate MAX, 1/30s, 30fps, IR illuminators On*) with built-in IR (Infrared) illuminators. (* B/W mode)

6.

Advanced IR technology: The camera shall have 20 pieces of built-in IR LED illuminator to provide high-quality IR

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 images without overexposure by using Visibility enhanced wide Dynamic Range (ViewDR). This technolgy shall allow for capturing images in the complete darkness (0 lx) while avoiding wash-out of the object, and users can recognize the object even it is very near to the camera in Night mode. 7.

Picture mode: Picture mode shall be selectable from a range of camera scenes in the setting menu to optimize picture quality in various applications. This mode has the following options; - “Standard” - “Situation Priority - Moving object” to stabilize images - “Situation Priority - Low noise” to reducing noise on images, especially dark scenes - “Flickerless” to reduce the flicker on images according to power frequency (50 Hz or 60 Hz) of the lighting

8.

IP66-rated waterproof and dust-tight feature: The camera shall be IP66 rated in accordance with the IEC 605292 standard for outdoor surveillance, or indoor where water ingress may pose an issue.

9.

IK10-rated vandal-resistant feature: The camera shall be IK10 rated in accordance with the IEC 62262 standard to vandal-resistant feature for protecting the camera from destructive behaviors.

10. IPELA ENGINE EX: Integrated signal processing system for high picture quality shall combine unique signal processing and video analytics technologies. This signal processing system provides four unique features such as View-DR, XDNR, and DEPA Advanced.

11. Visibility enhanced wide Dynamic Range (View-DR) : This technology shall be a combination of unique full-capture Wide Dynamic range (Wide-D) technology, the high-speed Exmor CMOS sensor, and Visibility Enhancer (VE) technology.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

The full-capture wide dynamic range technology shall use an electronic shutter to capture multiple images and reproduce each frame. One image is taken using a standard exposure time and either 1 or 3 additional images are taken using very short exposure times, depending on the camera type*. (*This model shall synthesize a single image from 2 images taken by slow shutter speed.) With the advanced View-DR algorithm, all of the electrons converted from the captured light are fully used by the imager, which is significantly different from some other Wide-D technologies in the industry which discard approximately half of these electrons. As a result, View-DR nearly doubles the sensitivity that is offered by conventional Wide-D technologies. The level of the wide dynamic range (View-DR) setting changes automatically depending on lighting condition. When the light level drops, the wide dynamic range (View-DR) turns off automatically. 12. Exmor CMOS: This sensor shall realize high quality and low noise images. 13. Visibility Enhancer (VE): This technology optimizes the brightness and color reproduction of an image dynamically on a pixel-by-pixel basis while continuously adapting to the scene. This method differs from the technique of using the preset gamma curves. Technically, this technology stretches the contrast in both the backlit portions and the shadows within the given dynamic range, which is different from unique wide dynamic

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 range technologies. This technology also contributes to the high sensitivity of the camera. By combining this technology with a unique noise reduction feature named eXcellent Dynamic Noise Reduction (XDNR), the camera can reproduce clear and bright images in very low-light conditions, while keeping noise at a minimal level. 14. eXcellent Dynamic Noise Reduction (XDNR): This technology reduces Auto Gain Control (AGC) noise to provide clear images without motion blur. This also reduces image data size. 15. XDNR and VE can be used in conjunction with each other and shall provide approximately 4 times the sensitivity compared to the condition where both features are set to off. 16. Intelligent Motion Detection (IMD): This feature shall be able to minimize the number of false alarms by eliminating environmental noise such as trees moving, ripples in water, reflection from wet roads and gain noise to name but a few. This is very different to other manufacturers that typically compare just two frames together. This camera compares 15 frames together, which ensures that only ambiguous objects moving can trigger a real alarm. As a result, this enables end users to focus on real events, not suffer from loss of attention and quickly locate video that has been recorded upon alarm activations. 17. Distributed Enhanced Processing Architecture Advanced (DEPA Advanced): This technology shall extend the benefits of unique conventional intelligent video analytics and enables its functionality to be used with third-party software vendors. Alternatively the camera can be configured using the web interface to be a stand-alone intelligent surveillance solution.

18. The camera shall be compliant with the Open Network Video Interface Forum Profile S (ONVIF Profile S) conformance. B. CAMERA: 1.

The camera shall utilize a 1/3-type progressive scan Exmor CMOS sensor.

2.

The number of effective pixels shall be approx. 1.37 Megapixels.

3.

The analog video output of the camera shall be selectable from either the NTSC or PAL standards.

4.

Camera synchronization shall be Internal.

5.

The camera shall require a minimum scene illumination of: Color: 0.05 lx (50 IRE [IP], F 1.2, View-DR Off, VE Off, Auto gain control maximum rate MAX, 1/30s, 30 fps) 0.03 lx (30 IRE [IP], F 1.2, View-DR Off, VE Off, Auto gain control maximum rate MAX, 1/30s, 30 fps)

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

B/W: 0 lx (50 IRE [IP], IR illuminators On) 0 lx (30 IRE [IP], IR illuminators On) 6.

The camera shall have an equivalent 130 dB wide dynamic range capability.

7.

The video signal-to-noise ratio shall be more than 50 dB (Auto gain control maximum rate 0 dB).

8.

The camera shall limit the maximum amount of gain-controlled automatic exposure control.

9.

The electronic shutter speed shall be set from 1 to 1/10,000 second.

10. The camera shall adjust the target brightness for the automatic exposure setting by selecting the exposure correction value from the list box on the menu. 11. White balance shall be ATW (approx. 2000 K to 10000 K), ATW-PRO (approx. 2500 K to 6000 K), Indoor, Outdoor, Fluorescent lamp, Mercury lamp, Sodium Vapor lamp, Metal Halide lamp, White LED, One push WB, or Manual settings. The R/B gain offset can be set for the ATW or ATW-PRO settings. 12. The camera shall have an integrated 3X IR compensated DC auto-iris type varifocal lens as a standard equipment. 13. The camera shall also have 4X digital zoom capability. 14. The camera shall have the total zoom ratio of 12X with 3X optical zoom and 4X digital zoom capabilities. 15. The camera shall have an Easy Focus function, which adjusts the camera focus via the Easy Focus button on the rear of the camera or remotely via the GUI. 16. The camera shall also have a ZOOM/FOCUS switch on the front of the camera unit, which is used for manual adjustments of the camera zoom and focus. 17. The camera shall also have a zoom/focus adjustment capability via the ZOOM/FOCUS switch on the camera unit or remotely via the GUI. 18. The camera shall be adjusted all pan, tilt and rotation positions by turning the lens case to rotate the camera. 19. The viewing angle in 1280 x 1024 mode (5:4 aspect ratio) shall be: Horizontal: 93.0 ˚ to 31.6 ˚. Vertical: 50.6 ˚ to 17.8 ˚. Tilt: 121.5 ˚. 20. The ranges (typical) shall be: Pan: -192° to +192° Tilt: -7° to +75° Rotate: -99° to +99°

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 21. The focal length shall be 3.0 to 9.0 mm. 22. The aperture range for the lens (F number) shall be F 1.2 (Wide) to F 2.1 (Tele). 23. The minimum object distance shall be 11 7/8 inches (300 mm). 24. The camera shall have 20 pieces of built-in IR LED illuminator. 25. The camera shall have built-in IR illuminators which allow for capturing images in the complete darkness (0 lx). The camera shall have 2 modes: 'On' and 'Off' in ‘Sync with IR Illuminator’ setteing. When ‘On’ mode is selected, IR illuminators are automatically activated when the camera switches to night mode. There shall be 4 selectable ‘IR Illuminator’ levels to control the intensity of the IR illuminators. 26. The IR illuminators shall have a wavelength of 850 nm. 27. The IR illuminators shall be effective (50 IRE [IP]) at 30 m (98.4 ft).

C. CAMERA FEATURES: 1.

The camera shall have a True Day/Night (D/N) function to switch to Day mode (color mode) or Night mode (black and white mode) depending on the light level.

2.

The camera shall be capable of an e-flip function, a feature when the camera passes the down position, electronically flips the image180˚.

3.

The camera shall have an Image Stabilizer function, which can display with less video sway when the camera is installed in a place with vibration.

4.

The camera shall have polygonal privacy zone masking which blocks out unwanted or prohibited area within the video image to protect privacy. Mask colors shall be Black, any of 6 shades of Gray, White, Green, Yellow, Red, Cyan, Magenta, and Blue. Mosaic patters shall be also selected as masking. The camera shall be capable of masking up to 20 areas. Such capability shall be via vendor supplied SNC toolbox utility software or the browserbased setup menu.

5.

The camera shall be IK10 rated in accordance with the IEC 62262 standard to vandalresistant feature for protecting the camera from destructive behaviors.

6.

The camera shall be IP66 rated in accordance with the IEC 60529 standard to have waterproof and dust-tight feature for outdoor surveillance, or indoor where water ingress may pose an issue.

The camera shall have the capability to display a wide variety of overlays in any of 7 positions on the video image (4 corners, top, bottom, or center of the image). The following overlays shall be possible:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

- Camera ID of up to 20 alphanumeric characters or a logo in gif format - Date/Time data with selectable formats such as yyyy mm dd hh:mm:ss, mm dd yyyy hh:mm:ss, and dd mm yyyy hh:mm:ss - User setting frame rate (fps) and bit rate (bps) - Event -- sensor IN, unique intelligent motion detection, unique video motion filters, camera tampering detection 7.

- Character string - Compression format information The following display styles shall be available: outline and transparent, white halftransparent, black half-transparent, white, and black backgrounds. Unique intelligent motion detection shall not be effective in the selected superimposed areas. The following font colors are available: Black, Blue, Red, Magenta, Green, Cyan, Yellow and White. All of overlays except the Date/Time data can be set to blink.

8.

The camera web browser shall support the following languages: English, Japanese, French, Spanish, German, Italian, Simplified Chinese, Traditional Chinese, Korean, Portuguese, Russian, Hindi, Vietnamese, and Thai.

9.

The camera shall have a Smartphone viewer, which can display the camera image and operate Pan/Tilt/Zoom (PTZ) on the smartphone.

1.

The supported resolutions shall be 1280 x 1024, 1280 x 960, 1280 x 720, 1024 x 768, 800 x 600, 720 x 576 (PAL), 720 x 480 (NTSC), 704 x 576, 640 x 480, 352 x 288, and 320 x 240 resolution.

D. VIDEO:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 2.

The supported resolutions are shown in the following:

3.

The camera shall support the following compression formats: JPEG and H.264 (High/Main/Baseline Profile).

4.

The maximum resolution for each compression format shall be 1280 x 1024.

5.

The camera is compliant with the SMPTE 296M in terms of number of pixels (1280 x 720) and 16:9 format.

6.

The maximum frame rate at 1280 x 1024 resolution shall be 30 frames per second in H.264 (High/Main/ Baseline Profile) and 30 frames per second in JPEG.

7.

Frame rate (fps) shall be selected among; For NTSC (60Hz) mode: 1, 2, 3, 4, 5, 6, 8, 10, 12, 15, 20, or 30. For PAL (50Hz) mode: 1, 2, 3, 4, 5, 6, 8, 10, 12, 15, 20, or 25.

8.

The camera shall have variable bitrate (VBR) or constant bitrate (CBR) encoding format selectable to correspond with various network conditions. When VBR is selected, image quality level shall be always maintained. The bit rate shall be variable by a scene. When CBR is selected, the storage capacity shall be calculated easily. The bit rate shall be always constant.

9.

Bit rate (Kbps) shall be selected among 64, 128, 256, 384, 512, 768, 1024,1536, 2048, 3072, 4096, 5120, 6144, 7168, 8000, 16000, 24000, or 32000.

10. The camera shall be capable of electronic pan/tilt/zoom or e-PTZ during e-PTZ mode. 11. The camera shall have an Adaptive Rate Control (ARC) function when using H.264 (High/Main/Baseline Profile) compression. This function when enabled, shall allow the camera to maintain the frame rate at a

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 reduced image quality when network congestion occurs. Should network bandwidth become further restricted, the frame rate shall then drop automatically to a suitable speed to maintain image integrity. 12. The camera shall be capable of limiting the bandwidth from 64 kbps to 8 Mbps in H.264 (High/Main/Baseline Profile), and from 0.5 Mbps to an unlimited bandwidth in JPEG. 13. JPEG compression levels shall be user selectable in 10 levels of compression ratios, based on an image of 24 bits per picture element (8 bits each for YUV). 14. Constant bit rate algorithm for JPEG data: The camera shall be capable of equalizing JPEG data sizes to have stable bandwidth utilization. Data size for each compression level is as follows:

15. Actual frame rate in JPEG shall be shown in the following table:

16. The camera shall have the capability of simultaneously encoding up to 3 of the following compression formats in any combination, including multiple streams of the same format: JPEG and H.264 (High/Main/Baseline Profile). For example, the 1st streaming shall be used for the live monitoring, the 2nd streaming shall be used for recording to the storage, and the 3rd streaming shall be used for the mobile monitoring with the smartphone viewer. The maximum frame rates of each combination are shown in the following:

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

17. The camera shall be capable of supporting up to 20 users simultaneously over the network.

18. The camera shall have up to 6 user level settings. The administrator shall have complete access/control of the cameras. The other 5 levels of access can be set to limit user privileges to functions such as viewing, changing image size, etc. Access to functions shall be determined as shown in the following table:

E. INTELLIGENT VIDEO ANALYTICS: 1.

The camera shall have a unique conventional intelligent video analytics named Distributed Enhanced Processing Architecture Advanced (DEPA Advanced) to trigger an alarm based on user-defined rules.

2.

The camera shall incorporate a built-in unique Intelligent Motion Detection (IMD) capability. To minimize false triggers, this Intelligent Motion Detection shall compare the current image with prior 15 frames within the camera. This algorithm shall allow the camera to

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 discriminate against some environmental noise such as shaking leaves or Auto Gain Control maximum rate noise. 3.

The camera shall have a Face Detection function which detects the locations and sizes of human faces. It detects facial features and ignores other objects, such as buildings, trees, and bodies.

4.

The camera shall have a camera tampering detection function that alerts the operator if the camera is tampered with. Tampering can include spraying of the camera lens, covering it with a cloth, or changing of the mounting direction.

5.

The camera shall have the following scene analytics, all of which can be set from the camera setup menu: - Intrusion: When a moving object enters the designated area, an alarm sounds. - Passing: A passage line is determined, and when a moving object passes the set line, an alarm sounds. - Left Object Detection: When an object has been left unattended for too long in the designated area, an alarm sounds - Removed Object Detection: When an object has been removed from the designated area, an alarm sounds.

F. AUDIO: None

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 G. SYSTEM REQUIREMENTS & NETWORK: 1.

The supported operating systems shall be Microsoft Windows 8 Pro 32 bit and 64 bit, Microsoft Windows 7 32 bit and 64 bit (Ultimate/Professional), Microsoft Windows Vista 32 bit (Ultimate/Business), and Microsoft Windows XP 49 bit (Professional).

2.

Minimum PC requirements shall be the Intel Core i7, 2.8 GHz or higher, with 2 GB RAM or more supporting 1600 x 1200 or higher resolution, 24-bit True Color display capability with Ethernet 100Base-TX.

3.

The camera shall incorporate a built-in web server, such that the standard web browser Microsoft Windows Internet Explorer (version 7.0, 8.0, 9.0 or 10.0 recommended) can be used to access the camera without need for special viewer software.

4.

The following web browsers can also be used to access the camera with the plug-in free viewer: Firefox version 19.02, Safari version 5.1 and Google Chrome version 25.0. The plug-in free viewer enables the above browsers automatically when they are started. The plug-in free viewer display method will be selected automatically. ActiveX viewer can allow for H.264 (High/Main/Baseline Profile) video streams and JPEG format images on the Google Chrome version 25.0.

5.

The camera shall support ActiveX viewer which allows the camera image to be viewed in Internet Explorer. The ActiveX viewer allows for recording of video and audio directly to the PC’s hard drive, and supports direct audio from the PC mic to the camera.

6.

The camera shall be capable of generating HTML code for the video image, allowing for easy web page integration.

7.

The camera shall support the following network protocols: IPv4, IPv6, TCP, UDP, ARP, ICMP, IGMP*, HTTP, HTTPS, SSL, SMTP, DHCP, DNS, NTP, RTP/RTCP, RTSP over TCP, RTSP over HTTP, and SNMP (v1, v2c, v3). Network security shall be via password (basic authentication) and IP filtering. *Source-Specific Multicast (SSM) shall be supported.

8.

The camera shall have the capability to stream H.264 (High/Main/Baseline Profile) video in TCP protocol or H.264 (High/Main/Baseline Profile) video in UDP (unicast/multicast) protocol.

9.

The camera shall be capable of dynamic IP address change notification. It shall accomplish this via an email to a specified address or by HTTP when its IP address changes.

10. The camera shall support HTTPS client authentication. 11. The camera shall have an email (SMTP) notification capability which allows the following: - Sending an email to pre-specified users when an alarm is triggered by either motion detection, VMFs, camera tampering detection, audio detection or sensor input. A JPEG image, which is linked with the alarm trigger, can be attached to the email.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29

- Periodically capturing a JPEG image and sending it via email. 12. The camera shall support POP3, APOP, and CRAM-MD5 authentication for SMTP transmission. 13. The camera shall support RTSP protocol based upon RFC 2326 and shall support the following options: DESCRIBE, SETUP, PLAY, TEARDOWN, and GET_PARAMETER. 14. The camera shall support QoS technology using Differentiated Services Code Point (DSCP). 15. The camera shall support IP Filtering, whereby access to the camera can be restricted to one or more groups of selected users. Up to 10 different groups can be established by defining an IP address range for each group. 16.The camera shall support IEEE 802.1X authentication, and shall: - comply with the IEEE 802.1X standards, - be capable of being integrated into an IEEE 802.1X network to achieve high network security, - support EAP-TLS mode to use a key pair from a Certificate Authority (CA), - support EAP-MD5 mode, - support PEAP mode. 17. The camera shall have user configurable port settings. 18. Upon CGI command request, system log shall be recorded on a built-in memory (non volatile memory). 19. The camera shall provide supplied applications with the camera as a standard accessory in the CD-ROM. The SNC easy IP setup Guide application shall provide the initial networking setting and Windows firewall configuration.

H. INETERFACES: 1.

An analog monitor output for setup shall be provided, accessible from the camera control panel after the camera is installed. The interface shall be a phono jack type connector.

2.

The camera shall have an RJ-45 socket on the rear of the camera.

3.

The network interface shall be via an 8-pin RJ-45 connector, 10Base-T/100Base-TX Ethernet. Both IPv6 and IPv4 are supported.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 I. GENERAL SPECIFICATIONS: 1.

The camera input power shall be Power over Ethernet (PoE) (IEEE 802.3af compliant, Class 0) or Power over Ethernet + (PoE+) (IEEE 802.3at compliant, Class 4).

2.

Power consumption for the camera shall be Max. 17 W (IEEE802.3at (PoE+), heater enable) Max. 11 W (IEEE802.3af/at (PoE/PoE+), heater disabled).

3.

The camera operating temperature shall be within the following range: -40 ˚F to +122 °F (-40 ˚C to +50 ˚C) (heater enable) +14 °F to +122 °F (-10 °C to +50 °C) (heater disable)

4.

The camera starting temperature shall be within the following range: -22 ˚F to +122 °F (-30 ˚C to +50 ˚C) heater enable) +32 °F to +122 °F (0 °C to +50 °C) (heater disable)

5.

The camera storage temperature shall be within the following range: -4 ˚F to +140 ˚F (-20 ˚C to +60 ˚C)

6.

The camera operating humidity shall be within the range of 20 % to 90 % (noncondensing).

7.

The camera storage humidity shall be within the range of 20 % to 95 % (noncondensing).

8.

The camera shall have a built-in heater allowing the camera to operate in extremely cold environments as low as -22 ˚F (-30 ˚C) when the unit is powered by AC 24 V, DC 12 V, or Power over Ethernet + (PoE+) (IEEE 802.3at compliant, Class 4). When power is supplied by IEEE802.3af (PoE) equipment, disable the heater by DIP switch on the camera; otherwise, the camera will not work properly.

9.

The camera dimensions (Dia. x H) shall be approximately: 6 5/8 inches x 5 1/8 inches (166 mm x 128 mm), not including the projecting parts.

10. The camera shall weigh approximately 3 lb 7.7 oz (1580 g), not including the bracket. 11. The external material shall be: Upper case: AL Die-cast Lower case: AL Die-cast Dome cover: PC Cap: PC 12. The external color shall be white. 13. The camera shall have 4 holes for camera unit mounting screws outside of the waterproof rubber gasket to prevent water ingress from the mounting holes. 14. The camera shall have 3 types of conduit opening on the side of the unit as follows. - 3/4 inches NPT pipe

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 - 3/32 inches (2.0 mm)-pitched M27 pipe - 3/4 inches LT7 connector 15. The camera shall be capable of being flush mounted to a ceiling using an optional YTICB45 flush mount kit, available from the camera manufacturer. 16. For safety, the removable front dome casing shall be secured via a rubber-based material secured through a strap to the main camera body.

J. REGULATORY SPECIFICATIONS: 1.

JATE Technical standard (LAN)

2.

UL2044, IEC60950-1 (CB)

3.

VCCI (Class A), FCC (Class A), IC (Class A)

4.

Emission: EN55022 (Class A) + EN50130-4

5.

Immunity: EN55022 (Class A) + EN55024

6.

Emission: AS/NZS CISPR22 (Class A)

7.

C-Tick Class A

8.

Russia GOST-R

9.

KCC

10. EMC-TR

PART 3 – EXECUTION 3.01

INSTALLATION 1. Contractor shall provide all cameras, mounting hardware, cat 6 wire, conduit, etc for the complete installation of 40 cameras. 2. The installations shall meet or exceed the current National Electric Code. 3. City will provide and run fiber from a network switch to the fiber to Ethernet converter boxes at the base of 12 light poles. Contractor shall provide and run the cat 6 wires from the converter boxes to the cameras mounted on the light poles. 4. For the cameras mounted on the buildings, the contractor shall run cat 6 wires from the cameras to the nearest network switch in the building.

VIDEO SURVEILLANCE REMOTE DEVICES AND SENSORS Section 28 23 29 5. Cat 6 wires run on the exterior of the buildings shall be in EMT conduit. 6. Cat 6 wires run on the interior of the building does not need to be run in conduit, but it shall be run neatly and tie rapped. 7. Contractor my reuse existing conduit from the old camera system, but the old wiring must first be removed from it. 8. All outdoor connections shall be waterproof and use waterproof terminations. 9. Contractor shall program all cameras into the Video Management System. Cameras shall be identified by number per site drawing. 10. Contractor shall work with City’s project manager on exact positioning, height, and focal view of each camera. 11. Label all cameras with an exterior weatherproof label that corresponds to site drawing. 12. Provide a camera directory on the inside of the weatherproof box for the cameras located on the light poles. 13. Contractor is responsible for performing a complete system demonstration and test to the City representatives.

END OF SECTION

PUBLIC WORKS DEPARTMENT PUBLIC SERVICES DIVISION

PROJECT TITLE: “MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION”

INVITATION FOR BIDS (IFB) NUMBER: 159094

APPENDICES

Information Privacy Policy

st

Release and Version:

1 Release, Version 2.2

Release Date:

31 January, 2013

Document Classification:

Need to Know

City of Palo Alto Information Technology Information Security Services

CONTENTS DOCUMENT CONTROLS........................................................................................................................................... 2 CHANGE RECORD .................................................................................................................................................. 2 APPROVAL ............................................................................................................................................................. 2 DISTRIBUTION ........................................................................................................................................................ 2 1.

OBJECTIVE................................................................................................................................................... 3

A)

INTENT .......................................................................................................................................................... 3

B)

SCOPE .......................................................................................................................................................... 3

C)

CONSEQUENCES............................................................................................................................................ 3

D)

EXCEPTIONS.................................................................................................................................................. 3

E)

MUNICIPAL ORDINANCE.................................................................................................................................. 4

2.

RESPONSIBILITIES OF CITY STAFF ................................................................................................................. 4

A)

RESPONSIBILITY OF CIO AND ISM .................................................................................................................. 4

B)

RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE ............................................................... 4

C)

RESPONSIBILITY OF USERS ............................................................................................................................ 4

D)

RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS .................................................................... 5

E)

RESPONSIBILITY OF AUTHORIZATION COORDINATION ...................................................................................... 5

3.

PRIVACY POLICY .......................................................................................................................................... 5

A)

OVERVIEW..................................................................................................................................................... 5

B)

PERSONAL INFORMATION AND CHOICE............................................................................................................ 5

C)

METHODS OF COLLECTION OF PERSONAL INFORMATION .................................................................................. 5

D)

UTILITIES SERVICE......................................................................................................................................... 6

E)

PUBLIC DISCLOSURE...................................................................................................................................... 6

F)

ACCESS TO PERSONAL INFORMATION ............................................................................................................. 6

G)

SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE ...................................................................................... 6

H)

DATA RETENTION / INFORMATION RETENTION ................................................................................................. 7

I)

SOFTWARE AS A SERVICE (SAAS) OVERSIGHT ................................................................................................ 7

J)

FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 (FACT) .................................................................. 7

4.

CONTACTS ................................................................................................................................................... 8

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DOCUMENT CONTROLS Document Title Location Document Author Document Manager Contributors

Information Privacy Policy City of Palo Alto Website and SharePoint Raj Patel Raj Patel Jonathan Reichental, Shiva Swaminathan, Tom Auzenne, Joe Blackwell, Grant Kolling

CHANGE RECORD Date 12-Jul-12 26-Sep-12

Author Raj Patel Raj Patel

Version 0.01 1.0

Change Reference First draft developed First draft released for review

09-Nov-12

Raj Patel

1.5

Updated first draft for review

19-Nov-12

Raj Patel

1.6

Additional updates as identified

22-Nov-12

Raj Patel

1.7

Revised table of content

26-Nov-12

Raj Patel

1.8

6-Dec-12

Raj Patel

1.92

14-Jan-13

Raj Patel

2.0

31-Jan-13

Raj Patel

2.2

Revised followed by review from Jonathan Reichental and Tom Auzenne Revised according to comments from Jonathan Reichental Revised according to comments from Grant Kolling Revised according to recommendations from Information Security Steering Committee

APPROVAL Date 06-Dec-12

Name Raj Patel

06-Dec-12

Jonathan Reichental

06-Dec-12

Tom Auzenne

14-Jan-13

Grant Kolling

31-Jan-13

Information Security Steering Committee

Role Information Security Manager; Information Technology Department CIO; Information Technology Department Assistant Director, Utilities Department Senior Assistant City Attorney; City Attorney’s Office Sponsor

Comments Approved

Approved Approved Approved

Approved

DISTRIBUTION Name City of Palo Alto Employees, Service Providers, Residents and Businesses

Information Privacy Policy Version 2.2

Location City of Palo Alto Website and SharePoint

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1. Objective The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Informationand Personally Identifying Information of persons doing business with the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, referred to above, and are incorporated in this Policy by reference. A)

INTENT

The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third-party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. B) SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. C) CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in

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employment and/or legal consequences. D) EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception from the application of the Policy. The request form will be developed, reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. E) MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy.

2.

RESPONSIBILITIES OF CITY STAFF A) RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department-specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non-Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud-based’ software services to the City. B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level.

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C) RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. E) RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non-Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption.

3.

PRIVACY POLICY A) OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B) PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services.

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C) METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D) UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non-metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non-City electronic portals at different intervals than with the standard monthly billing. Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E) PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F)

ACCESS TO PERSONAL INFORMATION

The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times.

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G) SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City-related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H) DATA RETENTION / INFORMATION RETENTION The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I)

SOFTWARE AS A SERVICE (SAAS) OVERSIGHT

The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software-as-a-Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them.

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City of Palo Alto Information Technology Information Security Services

Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92.

4.

CONTACTS Information Security Manager: Patel, Raj Chief Information Officer: Reichental, Jonathan Utilities Department: Auzenne, Tom

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EX XHIBIT ___ 

SOFTWARE  O AS A SERV VICE SECU URITY AND D PRIVACY    TERMS AN ND COND DITIONS  This Exhibit shall be made a part of the Cityy of Palo Alto’ss Professional SServices Agreeement or any other contract eentered  into by and beetween the Cityy of Palo Alto (tthe “City”) and d _______________________________________ (the “Consultant”)  ffor the provisio on of Softwaree as a Service services to the C City (the “Agreeement”). 

In order to  assure the  privacy and  security of  the person al information of the C City’s custom mers and  people who o do businesss with the City, includingg, without li mitation, veendors, utilitty customerss, library  patrons and d other indivviduals and  businesses, who are reequired to sh hare such in nformation w with the  City,  as  a  condition  c of  receiving  services  s from m  the  City  or  selling  ggoods  and  services  to  tthe  City,  including,  without  w limittation,  the  Software  S as  a  Service  seervices  provvider  (the  “C Consultant”))  and  its  subcontracttors, if any, iincluding, w without limitaation, any Innformation TTechnology  (“IT”) infrastructure  services  pro ovider,  shall  design,  insstall,  provid de,  and  mai ntain  a  secure  IT  envirronment,  deescribed  below,  while  it  renderrs  and  perfo orms  the  Se ervices  and  furnishes  ggoods,  if  any,  described d  in  the  Statement  of  o Work,  Exxhibit  B,  to  the  extent  any  scope  oof  work  imp plicates  the  confidentiaality  and  privacy of the personal information n of the Cityy’s customers. The Conssultant shalll fulfill the d data and  information n security req quirements (the “Requirrements”) seet forth in Paart A below.    A “secure ITT environme ent” include es: (a) the ITT infrastructuure, by whicch the Services are provvided to  the  City,  in ncluding  co onnection  to o  the  City's  IT  system ms;  (b)  thee  Consultant’s  operatio ons  and  maintenancce processess needed to ssupport the environmennt, includingg disaster reccovery and b business  continuity p planning; and d (c) the IT infrastructurre performa nce monitorring servicess to ensure aa secure  and  reliable e  environment  and  service  availability  to  th e  City.    “ITT  infrastructture”  referss  to  the  integrated  framework,,  including,  without  limitation,  ddata  centers,  computers,  and  d database  nt devices, u upon which d digital netwo orks operatee.  managemen   In the eventt that, after  the Effectivve Date, the  Consultant reasonably  determines  that it cann not fulfill  the Require ements, the  Consultant  shall promp ptly inform t he City of itts determinaation and su ubmit, in  writing,  one  or  more  alternate  countermeaasure  optio ns  to  the  Requiremen nts  (the  “A Alternate  Requiremen nts”  as  set  forth  in  Paart  B),  whicch  may  be  accepted  o or  rejected  in  the  reaasonable  satisfaction of the Information Secu urity Manage er (the “ISM ”).     Part A.   Requirem ments:    m of any conntract betweeen the City and the Con nsultant:  The Consulttant shall at all times durring the term    oint or desiggnate an em mployee, pre eferably an  executive officer, as the security liaison to  (a) Appo Pa age 1 of 3

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the C City with resspect to the Services to b be performeed under this Agreement.   (b) Com mply with the e City’s Information Privaacy Policy:  (c) Have e  adopted  and  imple emented  in nformation  security  an nd  privacy  policies  that  are  docu umented,  arre  accessible e  to  the  Cityy  and  confoorm  to  ISO  227001/2  –  In nformation  Security  Man nagement Syystems (ISMSS) Standardss. See the following:  http://www.iso.org/iso/hom me/store/cattalogue_tc/ccatalogue_d detail.htm?cssnumber=42 2103  http://www.iso.org/iso/iso_ _catalogue/ccatalogue_tcc/catalogue__detail.htm??csnumber==50297  (d) Cond duct  routine e  data  and  information n  security  coompliance  training  of  itts  personnel  that  is  apprropriate to their role.  (e) Deve elop  and  maintain  detaailed  docum mentation  off  the  IT  infrrastructure,  including  ssoftware  versions and pattch levels.   (f) Deve elop  an  independentlyy  verifiable e  process,  consistent  with  indusstry  standards,  for  performing  proffessional  an nd  criminal  backgroundd  checks  of  its  employyees  that  (1 1)  would  perm mit  verificatiion  of  emplloyees’  perssonal  identitty  and  emp ployment  staatus,  and  (2 2)  would  enab ble the immediate deniaal of access  to the City's confidentiial data and  information n by any  of  itts  employee es  who  no  longer  would  require   access  to  that  inform mation  or  w who  are  term minated.  (g)  Provvide a list off IT infrastru ucture comp ponents in oorder to verrify whether the Consulttant has  met or has failed d to meet an ny objective terms and cconditions. (h) Implement acce ess accountaability (identtification andd authenticaation) archittecture and  support  role‐‐base  access  control  (““RBAC”)  and  segregatioon  of  dutiees  (“SoD”)  m mechanismss  for  all  personnel, syste ems and sofftware used  to provide  the Servicess. “RBAC” reefers to a co omputer  syste ems securityy approach tto restrictingg access onlyy to authorizzed users. “SSoD” is an approach  that  would requ uire more than one indivvidual to complete a seecurity task iin order to p promote  the d detection an nd preventio on of fraud and errors.   (i) Assisst the City in undertaking annually  an assessm ment to assu ure that: (1)  all elementts of the  Servvices’  enviro onment  dessign  and  de eployment  are  known  to  the  Ciity,  and  (2))  it  has  implemented measures in aaccordance w with industryy best practices applicab ble to securee coding  and secure IT architecture.  munication  paths  that  would  enssure  the  (j) Provvide  and  maintain  secure  intersysstem  comm conffidentiality, integrity and d availabilityy of the City'ss informatio on.  (k) Deplloy  and  maintain  IT  system  upgrad des,  patches  and  configurations  con nforming  to  current  patch and/or rellease levels by not later than one (11) week after its date of release. Em mergency  secu urity patchess must be insstalled within 24 hours aafter its datee of release.   (l) Provvide  for  the  timely  dettection  of,  response  r too,  and  the  rreporting  off  security  in ncidents,  inclu uding on‐going incident monitoring w with loggingg.   (m)  Notify  the  Cityy  within  one  (1)  hour  of  detectinng  a  securitty  incident  that  resultss  in  the  unau uthorized acccess to or th he misuse off the City's c onfidential d data and information.  (n) Inforrm the City tthat any thirrd party servvice providerr(s) meet(s) all of the Reequirementss.  (o) Perfo orm  security  self‐auditss  on  a  regular  basis  annd  not  less  ffrequently  tthan  on  a  q quarterly  basiss, and provid de the requiired summarry reports off those self‐audits to thee ISM on thee annual  anniversary date e or any othe er date agre eed to by thee Parties.   (p) Acco ommodate,  as  practicable,  and  up pon  reason able  prior  notice  by  tthe  City,  th he  City’s  performance of random site e security au udits at the C Consultant’s site(s), inclu uding the sitte(s) of a  Pa age 2 of 3

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third d  party  servvice  provider(s),  as  applicable.  The   scope  of  tthese  auditss  will  extend d  to  the  Conssultant’s  an nd  its  third  party  servvice  provideer(s)’  awareeness  of  seecurity  policcies  and  pracctices,  systems  configurations,  acccess  authenntication  an nd  authorizaation,  and  incident  dete ection and re esponse.  (q) Coop perate  with  the  City  to  ensure  thatt  to  the  exttent  required d  by  applicaable  laws,  ru ules  and  regu ulations,  the  Confidentiaal  Information  will  be  aaccessible  o only  by  the  Consultant  and  any  auth horized third d party servicce provider’ss personnel..  (r) Perfo orm  regularr,  reliable  se ecured  backups  of  all  daata  needed  to  maximizze  availabilitty  of  the  Servvices.  (s) Main ntain record ds relating to o the Service es for a periood of three  (3) years aftter the expirration or  earlier  terminattion  of  this  Agreement  A and  in  a  m utually  agreeeable  storage  medium.  Within  thirtty (30) days after the efffective date of expiratioon or earlier  termination n of this Agreeement,  all off those records relating to the perfo ormance of tthe Services shall be pro ovided to thee ISM.  (t) Main ntain  the  Co onfidential  Information  in  accordannce  with  app plicable  fedeeral,  state  aand  local  dataa and information privaccy laws, ruless and regula tions.   (u) Encrrypt the Confidential Information be efore deliverring the sam me by electro onic mail to  the City  and or any autho orized recipiient.  (v) Unle ess  otherwisse  addressed d  in  the  Agrreement,  shhall  not  hold d  the  City  liable  for  anyy  direct,  indirrect  or  punitive  damage es  whatsoevver  includin g,  without  limitation,  d damages  forr  loss  of  use,  data  or  pro ofits,  arisingg  out  of  or  in  any  way  cconnected  w with  the  Citty’s  IT  enviro onment,  uding, without limitation n, IT infrastru ucture comm munications.  inclu   Alternate Part B.   e Requireme ents:     

Pa age 3 of 3

PUBLIC WORKS DEPARTMENT PUBLIC SERVICES DIVISION

PROJECT TITLE: MSC SECURITY CAMERA SYSTEM UPGRADE AND SECURITY CARD ACCESS EXPANSION

INVITATION FOR BIDS (IFB) NUMBER 159094

PROJECT DRAWINGS