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1998-10-05 City Council (19)
City of Palo Alto City Manager’s Report 2 TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PLANNING DATE:October 5, 1998 CMR:388:98 SUBJECT:APPROVAL OF CONSULTANT AGREEMENT WITH SEBASTIAN & ASSOCIATES FOR THE RESIDENTIAL ARTERIAL STREETS TRAFFIC CALMING PROJECT-PHASE 1 RECOMMENDATION Staff recommends that Council: 1..Approve the attached agreement with Sebastian & Associates, in the amount of $113,786, to develop a schematic design plan to calm traffic along Embarcadero Road; and Authorize the City Manager, or her designee, to issue change orders, up to a total amount not to exceed $11,000. BACKGROUND The 1997-98 Capital Improvement Program (CIP) includes $125,000 for planning, feasibility, and schematic design work for developing traffic calming measures for Embarcadero Road. This multi-year project would develop, design, and construct physical changes to five arterial roads (Embarcadero Road, Middlefield Road, University Avenue, Charleston Road, and Arastradero Road). The purpose of the project is to implement physical changes and street improvements to reduce the impact of traffic and improve the quality of life along the residential arterial streets. The intent of the project is to reduce traffic speed, calm traffic, improve bicycle and pedestrian safety, and er~hance the aesthetic character of the streets, without appreciably affecting current traffic patterns and volumes. Improvements could include landscaped medians, gateways, intersection treatments, traffic signal changes and visual variations. DISCUSSION The consultant scope of work includes a technical and public process to complete the necessary schematic design work for Embarcadero Road, including reviewing and collecting traffic data, developing design criteria and concept plans, holding public workshops, and working with a Project Advisory Committee (PAC). Exhibit A of the attached agreement contains more details regarding the scope of work (Attachment A). CMR:388:98 Page 1 of 3 Selection Process During its review of the 1997-98 list of proposed consultant services over $25,000, neither the Policy and Services Committee nor the’Finance Committee requested the opportunity to review the scope of services prior to staff beginning the consultant selection process. Therefore, staff initiated the process to retain a consultant. The PAC was formed to assist with consultant selection, review and comment on the consultant’s work, and ensure that community members have an appropriate opportunity to understand the issues and participate in the development of alternatives. Another benefit of the PAC’s participation in the study is that the Committee’s input will give the City Council a basis for assessing community support. The PAC consists of the following members: 1.Ruth LiZak 2.Yoriko Kishimoto 3.Doug Mueller 4.Bob Peterson 5.Alan Wachtel 6.Rosemary Bednar 7.Phyllis Cassel 8.Iris Kriegler Resident of Embarcadero Road Resident of Embarcadero Road Resident of Embarcadero Road Architectural Review B.oard Palo Alto Bicycle Advisory Committee Palo Alto Unified School District Planning Commission Duveneck Neighborhood Association * Alternate members are: 1.Joseph Bellom0 2.Richard Swent 3.Natalie Wells Architectural Review Board Pal.o Alto Bicycle Advisory Committee Public Arts Commission Included in PAC subsequent to consultant selection. Staff participating includes: Ashok Aggarwal, Transportation Division; Jim Gilliland, Planning Division; Karen Bengard, Public Works Department; Leon Kaplan, Arts and Culture; Lyrme Johnson, Police Department; and Ruben Grijalva, Fire Department. Staffmet with the PAC in March 1998 to review the draft scope of work and its comments were incorporated into the final document. Following the PAC review, a request for Letters of Qualifications was mailed to 26 firms on April 9, 1998. Of the 26 firms, eight ftrms responded with Letters of Qualifications. On May 13, 1998, a Request for Proposals (RFP) was mailed to the eight consultants. The proposals were due on June 9, 1998. Of the eight finns mailed the RFP, five submitted proposals. Based on the PAC’s review of the written proposals, three consultants were selected for oral interviews which were held on July 8, 1998. The PAC selected Sebastian and Associates as its first choice based upon fLrm’s understanding of the project, experience, the makeup of the team and its public presentation capabilities. CMR:388:98 Page 2 of 3 Consultant Agreement Staff has negotiated an agreement (Attachment A) with Sebastian & Associates for this project. The total negotiated price of the agreement is $113,786. This contract covers Phase 1 of the project now under consideration. The purpose of Phase 1 is for planning, feasibility, and schematic design work for developing traffic calming measures for Embarcadero Road. Upon completion of Phase 1, the Council will decide whether to proceed with the final design and construction of improvements to Embarcadero Road. RESOURCE IMPACT The 1997-98 CIP includes $125,~000 for this project. POLICY IMPLICATIONS The recommendation of this report is consistent with Program T-41 ofthe 1998-2010 Comprehensive Plan to reduce traffic speeds and calm traffic along residential arterial streets without appreciably reducing traffic capacity or diverting traffic onto local neighborhood streets. TIMELINE. Phase 1 is expected to start in October 1998 and be completed within nine months. ENVIRONMENTAL REVIEW An environmental impact assessment will be prepared for the selected schematic design plan. ATTACHMENTS A. Agreement with Sebastian and Associates PREPARED BY: DEPARTMENT HEAD: Ashok Aggarwal, Acting Chief Transportation Official ANNE CRONIN MOORE Interim Director of Planning and Community Environment CITY MANAGER APPROVAL: HARRISON Assistant City Manager cc: Project Advisory Committee Scott Sebastian, Sebastian and Associates CMR:388:98 .Page 3 of 3 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND SEBASTIAN & ASSOCIATES FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and municipal corporation of the State .of California ("CITY"), and Sebastian & Associates, a sole proprietorship, located at 305 North Coast Highway, Laguna Beach, CA 92651~"CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services (’~Services") and thepreparation and delivery of, without limitation, one or more sets-of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ~ (~Deliverables") (Services and Deliverables are, collectively, the ~Project")i as more fully described in Exhibit ~A"; .and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience- in performing the Services, and CONSULTANT has offered to-complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: i.I This Contract will~commence on the date of its execution by CITY, and will terminate upon the completion of the. Project, .unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule attached to Exhibit ~A". Time is of the essence of this Contract. In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. 1.2 This Contract covers Phase One of a project now under consideration~ known as the Residential Arterial Streets Traffic Calming Project. The purpose of Phase One, as more fully described in Exhibit ~A", is to reduce traffic speed, calm traffic, improve bicycle and pedestrian safety, and enhance the .aesthetic 980910 l~ 0032022 1 character of the street without appreciably affecting current traffic patterns and volumes. Upon completion of Phase One work, the City Council will decide to proceed with the final design and construction of improvements to Embarcadero Road. If the Council makes an affirmativedecision to proceed with Phase Two work, and subject to the discretion of the CITY’s Project Manager regarding the quality of the work performed and continued suitability of CONSULTANT, CONSULTANT will be invited to negotiate for Phase Two work. A final contract for Phase Two would subsequently be.submitted to the City Council for its approval. SECTION 2~ SCOPE OF PROJECT~ CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverable~, or the Project, either decreasing or increasing the amount of-work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension o~ the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of De!iverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which .the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 AnY and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, will result in minor or..nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, 2 will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in. the reasonable exercise of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. 9ONSULTANT. OUALIFICATIQN$,STATUS. AND DUTIES OF 3.1 CONSULTANT represents and warrants that~it has ~he expertise and professional qualifications to furnish or cause to be furnished the services and Deliverableso CONSULTANT further represents and warrants that the project director and every individual, including any consultant (including CONSULTANTs), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, ~a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 Inreliance on the .representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3" CONSULTANT Will assign Scott Sebastian as the project director to have supervisory responsibility for ’the performance, progress, and execution of the Project. Patrick Siegman will be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to ~the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject, to the prior wri~te~ approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Keep itself fully informed of all Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which, may .affect those engaged or employed under this Contract and .any materials used in. CONSULTANT’s performance of the Services; 3°4°3 At all times observe and comply with, and cause its employees and consultants, if any, who are ~ssigned to the 3 performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; .and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by~ CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available~ to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT shall provide CITY with a specified number of copies of each Deliverable, as described in Exhibit ~A". 3 7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provfde such additional copies and CITY will compensate CONSULTANT forits duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project, including all consultants deemed necessary to assist CONSULTANT in the performance of the Services. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance; provided, however, the appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this’ Contract. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or-appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from~further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, hONSULTANT and its consultants, if.any, willat all times be considered independent contractors and not agents or e~ployees of CITY. 3.10 CONSULTANT will perform or obtain or ~ause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3~i0oi Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record;, 980910 i~c 0032022 4 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional" Services now or hereafter described in Exhibit ~A" to this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause tobe furnished the services listed in Exhibit ~A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish ~he time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. Ashok Aggarwal is designated as the project manager for~ the city-manager. ~The project manager will supervise the performance, progress, and execution of the Project. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. ~ 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of thefull performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed One Hundred Thirteen Thousand Seven Hundred Eighty-Six dollars ($113,786). The amount Of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. 980910 ~e 0032022 5.1.2 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate~ of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.3 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, research and design, work in.producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory ~employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1~Payment of the Basic Services will be.made in monthly progress payments in proportion to the quantum of services perfo~rmed, within thirty (30) days of submission, in triplicate, of such requests.~ Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, without limitation, reports which have been approved by the project manager. 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days’of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from coNSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. ~E!~TION 6.ACCOUNTING,,AUDITS, OWNERSHIP OF RECORDS ~’ 6.1 Records ~f the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will,be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during¯ 980910 6 the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverablesprepared by or under the direction of CONSULTANT in the performance of this ~Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts ¯ required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY willhave the right to utilize any final and incomplete ~rawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modificat±ons of such documents. SECTION 7.INDEMNIT_~ ~7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members,officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT ~in the performance of or failure to perform its obligations under this Contract. SECTION 8. WAIVERS. 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of.any other covenant, term,~ condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract orof any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. 9 N 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and .effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, 980910 7 with the exception of~workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratingsof A:X or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full~ force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably onthe forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or alteredlby the insurer except after filing with the CITY’s city clerk thirty. (30) days’ prior written notite of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance~ Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will.not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury,~ or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term.has expired. SECTION 10.WORKERS’ COMPENSATIQN i0.I CONSULTANT, by executing this Contract, certifies that it is aware of the. provisions of the Labor Code of the State of California 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 certifies that it will comply ~with such provisions, as applicable, before commencing the performance of the Project° 980910 he 00320~ 8 TERMINATION OR SUSPENSION OF CONTRACT ii.i The city manager may suspend the execution of the Project, in whole or in part, or terminate.this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this~Contract or suspend its execution of the Project by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of .a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for thel Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default byCONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 11..4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under.this.Contract. 11.4.2 For approved items of. services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the fullperformance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 980910 he 0032022 9 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12.ASSIGNMENT 12.1 This Contract is for the’ personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose.of this Contract or any right, title or interest in or to the same or any part thereo.f without the prlor written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 13. NOT~CE~ 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk. Cit~ of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above -~_(ITION 14. 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will ~not acquire any interest, direct or indirect, ~financial or otherwise, which would conflict in any manner or degree with the performance of the Services. .14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest 980910 i~e 0032022 10 under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION~I5. NONDISCRIMINATIO~ 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in. the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender Of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees -to meet all requirements of hhe Palo Alto ~ Municip@l Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate .stating that [Name- of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color., national origin, ancestry, religion} disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar~ provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, ~CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 15.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this. Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of 980910 !~ 0032022 two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. .sEcTION 16.MISCELLANEOUS PRQVI$IONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effectedpursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising .out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award tendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by. the laws of the State of California, excluding its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of Cali.fornia or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys" fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 980910’1a~ 0032022 12 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated // // // // // // // // // /! // // // // 980910 ~. 0032022 for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM:SEBASTIAN & ASSOCIATES Senior Asst. City Attorney APPROVED: Assistant City Manager Interim Director of Planning and Community Environment Director of Administrative Services Risk Manager By: Name : Title~: Name : ~ ~77- ~’~~’~2 Title :Owner Taxpayer Identification No. 33-0643570 Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT &TIME SCHEDULE KATE SCHEDULE INSURANCE NONDISCRIMINATION ~COMPLIANCE FORM 980910 l~e 0032022 14 CERTIFICATE OF ACKNOWLEDG~4ENT (Civil Code § 1189) ~) ss. COUNTY V-o-g,.k.k On~. ~ , 19__~, before me, the undersigned, a Notary Public in ind for said County and State, personally appeared _~~AV ~~DO~O~ , personally known to me or ~roved to me oN th@ h~= of satisfactory evidence to be the person.~ whose name~ is/a~subscr~within instrument and acknowledged to me that he/~~ executed the same in his//~e~/t~authorized capacity~-i~, and that by his/~-T~/the~ signature~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and of COMM. #1094247 NOTARY PUBLIC.CALtFORNIA ORANGE COUNTYMy CQmm Expires Apt 11 2000 al seal. of Notary Public 980910 la¢ 0032(T~2 EXHIBIT A CPA-8010 revised 4 August 1998 Residential Arterial Traffic Calming Project, CIP No. 19814 Sc_9_pe of Work Introduction The Residential Arterial Traffic Calming Project is included in the City’s existing approved Capital Improvement Program (CIP) No. 19814. The project is to develop, design and construct physical changes to existing residential arterial streets (Embarcadero Road, University Avenue," Charleston Road, Arastradero Road, and Middlefield Road). Phase 1, which is to be covered under this current agreement, is to prepare the feasibility, planning and schematic design work for one of the five designated residential arterials, Embarcadero Road. Subject to the findings of this work, and subsequent to City Council direction, further work may follow, comprised of (a) detailed design and construction with respect to Embarcadero Road and/or, (b) planning/schematic design work for one or more additional residential arterials. At the conclusion of Phase 1, if the Council decides to proceed with further steps for Embarcadero Road or any of the other four residential arterials, and subject to the quality of work and continued suitability of the consultant team, the consultants selected for Phase 1 may be invited to negotiate for subsequent work. " The purpose of the project is to implement physical changes and street improvements to reduce the impact of traffic and improve the quality of life along the residential arterial streets. The intent of the project is to reduce traffic speed, calm traffic, improve bicycle and pedestrian safety, and enhance the aesthetic character of the streets, without appreciably affecting current traffic patterns and volumes. Examples of the types of improvements that might be considered include landscaped medians, gateways, intersection treatments, traffic signal changes, and visual variations. Purpose of the Project The purpose of the project is to: develop an understanding among interested community members and City staff about possible steer improvements and build consensus for specific improvements;. prepare general concept plans for Embarcadero Road that reflect the overall vision and scope of proposed improvments, and that may also I of 7 CPA-8010 revised 4 August 1998 serve as a model for other residential arterial streets that can be implemented methodically over time; and prepare a detailed schematic design and cost estimate for physical modification of Embarcadero Road. Specific work elements will include the following tasks: Phase 1 m Existing Conditions and Design Criteria Objective:Identify critical issues, goals for the area and existing conditions. Develop design, criteria. 3, Hold kick-off meeting with Project Advisory Group (PAG): Review and revise proposed schedule and work products. Identify groups and persons, in addition to the members of the Project Advisory Group, whose input should be sought in developing the plan. These "stakeholders" may include neighborhood associations, key City departments and .staffers, outside government agencies (such as Caltrans) and non-profits (such as Canopy) with a potential interest in the project. Prepare a preliminary list of issues to be used to elicit responses from the .Project Advisory Group and other stakeholders. Review key records and plans for the road, such as block maps and GIS files, utility maps, motor traffic counts, speed surveys, bicycle and pedestrian counts, accident histories, and tree condition inventories. In addition, review a wide range of related documents -- such as the Palo Alto Comprehensive Plan, Caltrans Freeway 101 metering light proposals, EIR’s for development projects potentially impacting the roadway, School Commute Studies, and the Wachtel/Lewiston study of Palo Alto arterial bicycle accidents -- for their relevance to the project. Consult with City Arborist regarding street tree mhintenance program. Identify sources of missing information. Conduct field surveys during both day and evening to observe existing conditions, investigate particular concerns of the Project Advisory 2 of 7 o ¯CPA-8010 revised 4 August 1998 Group, fill in missing information, and verify the accuracy of existing maps. Combine survey observations and existing records to create a comprehensive inventory of conditions on Embarcadero Road, including such things as: ao traffic volumes, speeds and turning movement counts bicycle and pedestrian counts accident histories type and condition of paving type and adequacy of lighting species and condition of landscaping, including trees location of utilities and planned improvements to them emergency services and transit routes and concerns This inventory will take the form of a written report, plus mapboards, slides and transparencies suitable for presentation in a large public forum. Based on the results of the meeting, an analysis of Embarcadero Road, project goals and existing traffic circulation analysis, prepare a draft statement of goals and objectives, a list of critical issues, and a draft Table of Contents of the final report of the project. The consultant will also develop design criteria for roadway improvements. Reflecting the values of the community, the design criteria will be used to formulate and test alternative concepts and to evaluate the success of roadway improvements after implementation. The design criteria will be both subjective and objective. It could include aesthetics; level of community support; measurable performance standards for desired traffic, bicycle and pedestrian circulation; safety, cost and maintenance; traffic diversion; and environmental impacts. Meet with the Project Advisory Group to review the report prepared under item #5. Revise the report based on Project Advisory Group comments. Products of this phase: 15 copies of interim report, including inventory of conditions; design criteria, draft statement of goals and objectives, list of critical issues, base maps, existing traffic (vehicular, pedestrian and bike) circulation assessment and a draft Table of Contents of the final report. 3 of 7 CPA-8010 revised 4 August 1998 Phase 2 -- Preliminary Concept Plans (All-day Public Workshop) Objective: Prepare four concept plans, with an accompanying evaluation of each. Select (or combine to form) two concepts for further development. J Prepare guest.list of stakeholders to be invited to the worksh6p, issue invitations, and follow up by phone, with the aim of securing the attendance of all those whose input and review will be needed for the plan to be approved. Such stakeholders may include representatives for fire, police, ambulance and municipal services, public works, Caltrans. Members of as those bodies who will later review the schematic design plans (e.g. Architectural Review Board, Public Art~ Commission) would be invited and encouraged to attend as well. Prepare maps, slides, inventory of conditions and other materials needed for all-day.public workshop. Reserve facility w preferably on- site, such as the Palo Alto Cultural Center w for a Saturday workshop. Week before workshop: Meet with Project Advisory Group to review preparations for workshop. Complete preparations and set-up. All-day public workshop: Morning session: Briefly present the current conditions, list of critical issues, and draft design criteria. b0 Teach principles of calming traffic on major roadways,¯illustrated by slides of previous successful projects from both the United States and overseas. Afternoon session: Adjourn to hands-on workshop, in which small groups will mark up plans with their concerns and problem spots, sketch ideas, and develop potential solutions with the active guidance of the consulting team. 4 of 7 CPA-8010 revised 4 August 1998 Review and discuss each group’s solutions, with an eye to combining and consolidating similar strategies. Based upon this discussion, sketch three to four broad approaches that the project team will be asked to develop further in the work-days following the workshop. Clearly describe the alternatives and facilitate community understanding of the trade-offs involved in each alternative. In an intensive set of on-site work sessions on the days immediately following the workshop, develop the concept sketches into preliminary concept plans. Working in close consultation with city staff (and outside stakeholders on relevant technical issues), create four plans and illustrative cross-sections which reflect a range of costs, styles and approaches. Prepare brief evaluation of each of the concepts in terms of its ability to meet the design criteria, including pros and cons of each alternative, evaluating costs, impact on traffic patterns on Embarcadero and surrounding streets, etc. Hold the..third Project Advisory Group meeting at the close of this work period (prospectively on the. Wednesday immediately following the workshop). Present the alternatives and discuss their characteristics. The .intent of the meeting is to develop two recommended alternatives (or sets of characteristics that can reasonably be combined to form two alternatives), which the consultant team will develop further. Products of this phase: 15 copies of interim report containing four concept plans and accompanying evaluations, with two alternatives selected for further development. Summary of public and outside stakeholder comment; Phase 3 -- Design Alternatives Objective: Develop two concepts into preliminary schematic designplans, with detailed technical analysis of each. Develop the two alternatives into more detailed designs in the form of plans, cross-sections, elevations, diagrams, traffic analyses and right-of- way configurations. These should be accompanied by written descriptions of major features and the reasons for them. 5 of 7 CPA-8010 revised 4 August 1998 4: ¸.5. Prepare an integrated analysis of the two alternatives, including impacts on: motor vehicle level of service, speeds, traffic patterns and spill- over traffic bicycle and pedestrian usage suitability for existing and future transit service impacts on noise, pollution and the environment emergency vehicle response times parking availability Costs to construct and maintain ability to qualify for various potential .funding sources Meet with Project Advisory Group to review progress and prepare for second public workshop. Hold second public workshop for review and input into the schematic plans. Incorporate responses from the Project Advisory Group and the public meetinginto a coherent written summary, to be attachedto the draft schematic plans. Products of this phase: 35 copies of Summary Report, including two preliminary schematic designs, with plans, sections, diagrams, and integrated analysis of each. Phase 4 m Draft Schematic Design Objective: Develop draft final schematic design plan for review. Q Meet with Architectural Review Board & Planning Commission (combined as one meeting) and Public Art Commission to present both the draft schematic design plans, and the public response thus far. Review and discuss the plans, taking particular note of the trade-offs in allocating a limited budget. Meet with the Project Advisory Group to review both the plans and comment received from the public and the pertinent boards and commissions. The aim of this meeting is to arrive at a single concept 6 of 7 CPA-8010 revised 4 August 1998 be developed further, and to list needed revisions, remaining problem areas, and missing information. Revise the selected alternative and analysis of benefits to incorporate input from the boards, the advisory group and the public. Revise cost estimates, traffic analyses, and other evaluation measures to reflect these changes. Products of this phase: 85 copies of draft final schematic design plan, (including street furniture, lighting, trees, etc.) in the form 0f plans with an accompanying written-report incorporating graphics, photos, drawings and analysis of.benefits. This report is to include public. input, public process used to date in developing the final plan, design criteria used to develop and evaluate options, consistency with Caltrans guidelines, etc. Phase 5 -- Final Schematic Design Plan Objective: Develop a recommended final schematic design plan. Meet with Project Advisory Group to review draft final schematic design plan and prepare for City Council meeting. Present draft final schematic design plan to the City Council, including a summary narrative of the evolution of the design. Briefly review initial concept alternatives, feedback from the public and reviewing bodies, and the modifications that resulted in the draft final design. 3.Meet with Project Advisory Group to review Council input. Modify the draft final schematic design plan as appropriate to incorporate the input of the City Council. Products of this phase: Completed draft final schematic design plan, with accompanying written report incorporating graphics, photos~ drawings and analysis of benefits. 7 of 7 ---.I ! Ii ® Project Cost Breakdown (Revised per Scope Revisions of 4 August 1998) CPA-8010 revised 4 August 1998 EXHIBIT B Project Name: Embarcadero Road Traffic Calming Study Project No.: CPA-8010 Fees: Phase 1 - Existing Conditions and Design Criteria: Mich~lle DeRobertis Scott Sebastian Patrick Siegman Staff Designer Draftsperson Support Staff 24 hours @ $105.00 = 48hours @ $110.00 = 104 hours @ $75.00 = 16 hours @ $68.00 = 24 hours @ $54:00 = 12 hours @ $40.00 = Total: Phase 1 Phase 2 - Preliminary Concept Plans Michelle DeRobertis Scott Sebastian Patrick Siegman Michael Wallwork Staff Designer Draftsperson Support Staff 32 hours @ $105.00 = 48 hours @ $110.00 = 96 hours @ $75.00 = 4.0 days @ $1,200.00 = 24 hours @ $68.00 = 32 hours @ $54.00 = 20 hours @ $40.00 = Total: Phase 2 Phase 3 - Design Alternatives Michelle DeRobertis Scott Sebastian Patrick Siegman Michael Wallwork Staff Designer Draftsperson Support Staff 32 hours @ $105.00 = 44 hours @ $110.00 = 104 hours @ $75,00 = 2.0 days @ $1,200.00 = 24 hours @ $68.00 = 80 hours @ $54.00 = 20 hours @ $40.00 = Total: Phase 3 $2,520.00 $5,280.00 $7,800.00 $1,088.00 $1,296.00 $480.00 $18,464.00 $3,360.00 $5,280.00 $7,200.00 $4,800.00 $1,632.00 $1,728.00 _$300.00 $24~800.00 $3,360.00 $4,84O.00 $7,800.00 $2,400.00 .$1,632.00 $4,320.00 $25,152.00 Sebastian & Atso~qat~1 of 2 CPA-8010 revised 4 August 1998 Phase 4 - Draft Schematic Design Michelle DeRobertis Scott Sebastian Patrick Siegman Michael Wallwork ¯ Staff Designer Draftsperson Support Staff 24 hours 34 hours 84 hours ¯ 1.0 days 24 hours 48 hours 20 hours @ $105.00 @ $110.00 @ $75.00 @ $1,200.00 @ $68.00 @ $54.00 @ $40.00 = .$2,520.00 = $3,740.00 = $6,300.00 = $1,200.00 = $1,632.00 = $2,592.00 =%800.00 4Total: Phase Phase 5 - Final Schematic Design Michelle DeRobertis 16 hours @ $105.00 = Scott Sebastian 24 hours @ $110.00 ’ = Patrick Siegman 92 hours @ $75.00 = Staff Designer 8 hours @ $68.00 = Draftsperson 48 hours @ $54.00 = Support Staff 12hours @ $40.00 = Total: Phase 5 Summary - All Phases Michelle DeRobertis 128hours @ $105.00 = Scott Sebastian -198hours @ $~110.00 = Patrick Siegman "480 hours @ $75.00 = Michael Wallwork 7.0 days @ $1,200.00 = Staff Designer 96 hours @ $68.00 = Draftsperson 232 hours @ $54.00 = Support Staff ’ 84 hours @ $40.00 = Reimbursable expenses: Total fees Reproduction and delivery Travel expenses (3-4 trips MW, 8-10 trips SS) Total reimbursable expenses Project Total $18,784.00 $1,680.00 $2,640.00 $6,900.00 $544.00 . $2,592.00 $480.00, $14,836.00 $13,440.00 $21,780.00 $36,000.00 $8,400.00 $6,528.00 $12,528.00 $.3.360.00 $4,700.00 $102,036.00 $113,786.00 2 of 2 Billing Rates the following billing rates are in effective 1 January, 1998, and are valid for one year. Category Rate per Hour Principal Project Designer/Manager Staff Designer Draftsperson Junior Draftsperson Support Staff $110.00 $90.00 $68.00 $54.00 $40.oo $40.00 Michael Ehronfeld O.,oml~nY 285,5 G~"nino D~,I RiO No~, Buite 200 San Die4~, O.,~ifomi~ 92108 (619) ~3-9990, F~ (e19) e~99~A -CONTINEI~’,~, CASUALTY COMPANY B © 162658925 B162658939 1 o1119B 10/1 Oll/~9 10/’1199 A WCB;i 61994303 1011/98 10/1/99 REC Risk Management, CITY OF PALO ALTO PURCHASING & CONTRACT ADMINISTRATION 25O HAMILTON AVENUE PALO ALTO, CA 94~1 16 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS (Form B) This endorsement rood’riles Ir~urartc, e provided under t~ following.L COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Per=on or Organization (Additional Insured): CITY OF PALO ALTO PURC!-I,a~ING & CONTRACT ADMINISTRATION 280 HAMILTON AVENUE PALO ALTO, ~ g4301 CG2o IO11 ~ EXHIBIT D PART III FORM 410 PROJECT TITLE: CONSULTATION SERVICES FOR TRAFFIC CALMING PROGRAM Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance ~vith all Federal, State and local directives and executive orders regarding n.ondiscrimination in employment. Firm: Sebastian & Associates DATE; 8 June 1998 Title (~f Officer Signing: Scott ~ebastian, O.wner Signature RFP 105471 Page 9 of "i i