HomeMy WebLinkAbout1999-08-09 City CouncilCity of Palo Alto
C ty
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:AUGUST 9, 1999 CMR: 317:99
SUBJECT:APPROVAL OF CONTRACT WITH WINZLER AND KELLY IN THE
AMOUNT OF $72,400 FOR CONSULTING SERVICES RELATED
TO. PARKING STRUCTURE ASSESSMENT AND DOWNTOWN
MAINTENANCE SPECIAL TAX
REPORT IN BRIEF
On July 7, 1997, the City. Council directed staff to proceed with the necessary steps leading
to the construction of up to two .parking structures downtown, to be financed by an
assessment district.
The City Manager’s Office has since coordinated a series of meetings with representatives
of the Chamber of Commerce to explore ways to finance an augmented downtown
maintenance and landscaping program (CMR221:98) reported to Council on May 4, 1998.
A downtown special tax district to fund these services has been agreed upon as the most
viable financing mechanism. The timing of the special tax district will be folded around the
parking assessment.
Staff wishes to retain a consultant at this time to begin the assessment development process,
because a successful assessment election will require an iterative process involving
discussions with downtown property owners about the assessment methodology. An
assessment formula can be crafted and an assessment sofb~vare program can be developed in
3-6 months as the construction estimates are simultaneously being developed through the 50
percent design process. Staff will closely coordinate the assesment formula process with the
design approval process so that the formula is not finalized prior to the design approval.
The scope of the consultant’s work includes assessment services, software development
services for administration of the annual assessment and special tax districts, public outreach,
CMR: 317:99 Page 1 of 8
and assisting staff with the mail balloting procedures for the two districts as required under
Proposition 218.
RECOMMENDATION
Staff recommends that Council:
1) approve the attached contract for $72,400 with Winzler and Kelly to provide:
a)
b)
assessment engineering services in order to begin steps to form a new
downtown parking assessment district to fund the construction of two
potential new parking structures;
software development services to allow staff to administer an annual
assessment calculation;
c)software development services to allow staff to administer an annual special
tax district calculation in order to fund augmented maintenance services
downtown;
d)mail ballot administration services for the assessment and special tax
procedures, including assisting staff with public outreach services directed
towards downtown property owners.
2)Grant the City Manager Change Order authority for up to $7,000 in change order
authority in case additional consulting services related to this project are required.
BACKGROUND
On July 7, 1997, the City Council directed staff to proceed with the necessary steps leading
to the construction of up to two parking structures downtown. On January 12, 1998, the
Council approved a Budget Amendment Ordinance (BAO) that provided funding for
architectural and engineering services for two new downtown parking structures. In the same
CMR (109:98), staff informed Council that future funding would be needed when staff got
to the point of acquiring assessment engineering and balloting services. Funds for this
purpose were included in the 1999-00 budget.
The City Manager’s Office has coordinated a series of meetings between City departments
and the Chamber of Commerce to explore ways to finance an augmented downtown
maintenance program (CMR221:98). The purpose of the program is to increase the
frequency and expand the area for many maintenance services, such as street and sidewalk
sweeping, pressure washing, landscaping and parking lot cleaning, to include the entire
Downtown District, not just University Avenue. It was reported that staffwould work with
the Chamber to provide information to downtown property owners supporting the need to
create a special tax district to fund the property owners’ share of the proposed augmented
CMR: 317:99 Page 2 of 8
maintenance program. In accordance with the Chamber’s goal, the formation of this special
tax district is anticipated to occur, with property owner approval, at the same time that the
downtown parking structure assessment is also considered by those property owners.
DISCUSSION
Project Description
In November 1996, California voters approved Proposition 218, the "Right to Vote on
Taxes" initiative. One of the sections of Proposition 218 deals with assessments.
Assessments approved subsequent to November 1996 must be approved by the property
owners affected. Approval is by majority vote of those property owners returning ballots,
with the vote weighted by each property owners’ proportionate share of the assessment.
Proposition 218 also forbids any assessments for "general benefits", i.e., only those "special
benefits" affecting property owners can now be assessed. The assessment process requires
that a formula be developed for calculating the special benefits, with an allocation of the
assessment costs to each property owner based on each property’s proportional benefit
received. That formula, or methodology is critical to the entire process, and is the key to
compliance with Proposition 218’s special benefit mandates.
Staff recommends retaining a consultant to begin the assessment development process,
because a successful assessment election will require an iterative process involving
discussions with downtown property owners about the assessment methodology. One of
variables that will increase the likelihood of success for the eventual assessment ballot is that
the formula and methodology for the assessment be understood and accepted by downtown
property owners. They will have the financial responsibility for paying the assessment, so
their support for the assessment methodology is critical.
An assessment formula can be crafted and an assessment software program can be developed
in 3-6 months as the construction costs are also being developed through the 50 percent
design process. Because the formula for spreading the costs is somewhat independent from
the construction cost estimates, this task can occur concurrently and separately as the design
issues are being resolved by Public Works in the public review process. Staff does not
believe it would be timely to postpone the commencement of assessment services until all
design issues are completed. Doing that would risk delaying the funding for this project by
up to a year. Staff will closely coordinate assessment the formula process with the design
approval process so that the forumula is not finalized prior to the design approval.
A special tax district to fund augmented maintenance services and landscaping downtown
is also proposed to be set up for the downtown area, with the same boundaries as the parking
assessment district. No special benefit has to be calculated for a special tax, which the
property owners would have to approve by a 2/3 majority. (This vote would not be weighted
CMR: 317:99 Page 3 of 8
by the amount of the proposed tax.) If downtown property owners approve the setting up of
this special tax, the tax will appear on their property tax bills. The consultant will set up a
software program for maintenance services, and to administer a mail ballot procedure and
assist staff with public outreach services.
Staff has negotiated a contract with Winzler and Kelly for consultant services associated with
the downtown parking structure assessment and special tax district for augmented
maintenance. The scope of services includes the following tasks:
1. Assessment district engineering services
Work under this task includes development of a formula to spread the costs
associated with special benefit for the proposed new parking structures to
downtown property owners. The consultant will also prepare an assessment
district boundary map and an Engineer’s Report. The Engineer’s Report will be
submitted to the Council for approval when it is completed.
2. Assessment district and special tax district administration software
This task includes development of a computer program to allow for annual
assessment district and special tax district administration by City staff, including
spreading the cost of augmented maintenance.
3. Special ballot procedure administration and educational outreach
Assuming Council approval of the Engineer’s Report and the setting up of a new
parking assessment district, and assuming Council approval of the formation of
a special maintenance district, the consultant will work with the City and its legal
and financial consultants to develop a detailed timeline for executing a mail ballot
procedure under the requirements of Proposition 218. The balloting procedure
will involve the Clerk’s Office, which will insure that the balloting is done in a
professional manner.
The consultant will work with City staff to develop an educational outreach
strategy and brochures for each of the proposed financing districts. Consultant will
also assist City staff in holding a series of educational meetings with property
owners and businesses. Both the meetings and the outreach materials will be
objective and factual, and will not take an advocacy tone. Staff will bring back
sample outreach materials for Council information once the assessment formula
is developed and after all design issues are resolved. No materials will be
distributed until issues related to parking structure size and design are resolved.
CMR: 317:99 Page 4 of 8
4. Mail ballots
This task includes final printing of all assessment and ipecial tax district ballots,
as well as assistance with tabulation services during the balloting period and at the
required public hearings. This work will not occur until after Council has voted
on setting up the new districts and approved outreach materials. The special tax
must be a separate mail ballot item from the assessment item. The contract is
structured so that if the two measures occur concurrently, i.e., the assessment
process and the special tax process, the City will realize cost savings over the
amount specified in the contract.
Council approval of the contract with Winzler and Kelly will allow staff to begin
working on the assessment formula, and to have a contract in place if Council later
approves the formation of a special maintenance district. No work will commence
on going to property owners for approval of an assessment or a special tax until
Council explicitly votes on approving a new parking assessment district and a new
maintenance special tax district. That will occur after design on the parking
structures is at roughly 50 percent completion, which is dependent on the parking
structures’ completing the planning and public review processes. Public Works
staff is bringing a separate report to the Council on the status of the downtown
parking structures, which has recently been reviewed by the Planning Commission
and the Architectural Review Board (ARB).
Need For Balloting Support Services
The Finance Committee recently (July 7, 1999) reviewed a scope of services for consultant
assistance related to a Storm Drainage outreach and mail ballot services. The question came
up at the Committee as to whether or not additional Proposition 218 services would be
needed in the future. Staff, after close consultation with the City Clerk, believes these
services are necessary for the reasons below.
Mail balloting procedures are very different from regular elections. In regular elections, City
of Palo Alto precinct ballots are consolidated with county-wide ballots by the Santa Clara
County Registrar of Voters. The Registrar supervises the election, and collects, tabulates,
and processes all Palo Alto ballots. In Proposition 218 ballot procedures, no County support
is given, because the Registrar has no jurisdiction over Proposition 218 ballot procedures.
Issues that are critical to elections, such as verification of voter registration, are not
applicable in Proposition 218 mail ballot procedures.
Related to this, the Clerk’s Office does not provide balloting and tabulation services for
elections, and therefore has no pool of staff and technology to draw from to provide
tabulation services. If the Clerk’s Office was required to provide balloting services,
temporary staffing would be required and bar coding as well as computer equipment. More
CMR: 317:99 Page 5 of 8
importantly, the limited number of times and frequency Proposition 218 ballotings will occur
does not suggest that in house staff can easily develop an expertise in balloting services.
Staff believes it is more cost effective to use consulting assistance to provide Proposition 218
balloting services. This is the route that other cities have taken to administer mail ballot
procedures. Staff and the Clerk’s Office will work closely to supervise the work of
consultants on this and other Proposition 218 related mail ballot procedures to make the
process as professional and customer service oriented as possible. Ballots will go out under
the supervision of the Clerk’s Office, and will be returned and safeguarded by the Clerk’s
Office until tabulation at a public hearing, as is required under Proposition 218.
Consultant Selection Process
In July 1997 (CMR 308:97), staffobtained Council approval to "proceed with the appropriate
steps to secure...assessment district engineer(ing) services." RFPs were mailed to 30
financial, economic, and engineering consultant firms on February 2, 1999. Consultants
were given 4 weeks to respond. A total of five firms responded.
A staff committee composed of representatives from the Attorney’s Office, Administrative
Services, the City Manager’s Office, and Public Works reviewed the responses. Staff
narrowed the consultant selection down to 2 firms which were interviewed in March 1999.
Staff selected Winzler and Kelly due to its strong experience in assessment services, having
had several post Proposition 218 assessment processes. The firm was spoken very highly of
by its references, including the City’s outside bond counsel (Jones Hall).
In addition, Winzler and Kelly provided excellent examples of informative, simple, and
factual outreach materials it has designed for other Proposition 218 ballot processes. The
individual who prepares outreach materials worked for a public agency in the Bay Area, and
is sensitive to the nuances of public communications. Staff was impressed that.materials
were low key and factual, and did not cross the line into ballot measure advocacy. Staff
believes it will complement staff efforts well in outreach services. As in balloting services
mentioned above, outreach services will be carried out by City staff, with advice and
technical support from the consultant. No public outreach efforts, either presentations or
mailings, will be made directly by consultants without direct City staff involvement and
supervision. That involvement will include staff from Public Works, Administrative
Services, the City Manager’s Office, and the City Clerk’s Office.
RESOURCE IMPACT
Funding for this contract has been budgeted in the General Fund for 1999-00. If downtown
property owners approve a parking assessment and a new downtown maintenance district,
funds for these consultant services will be reimbursed to the General Fund.
POLICY IMPLICATIONS
CMR: 317:99 Page 6 of 8
This recommendation is consistent with existing City policy.
T1MELINE
Assuming design issues are resolved shortly, a tentative timeline is as follows:
Initial assessment coordination meeting
1 st draft assessment options
Meetings w/affected businesses on new
methodology using approximate construction numbers
Educational materials, sample mail ballot language, and
Engineer’s Report to Council for review and approval
Mid August
Mid September
Thru end of 1999;
January 2000
Send out educational materials to property owners
Run final assessment model with final engineer’s estimate
numbers for mail ballot
February
February
Mail ballots out March
Ballots returned by
Tabulate at public hearing
Send assessment information to County
April
Mid April
June 15
On property tax roll November 2000
Sell bonds Between May and
December 2000.
The above timeline, which is approximate, would allow the City to sell bonds anytime after
Spring 2000 for construction, assuming the assessment is approved by property owners. It
is also dependent on design and other policy issues to be resolved by December 1999, in
order to meet the June 15 deadline for the County. If that deadline is missed, the next
window of filing of assessments with the County is June 15, 2001. In the event that the
property owners approved the assessment, but not in time for the 2000 roll, then the City still
would have the option of selling bonds in 2000 to begin construction. In that event, the
bonds would have to be structured so that no payments were owed to bondholders until the
following December (2001), resulting in additional interest costs over that year. The City’s
CMR: 317:99 Page 7 of 8
financial advisor indicates that this practice (obtaining bond funding before the assessment
is on the property tax roll) is not uncommon with assessment district financing.
ENVIRONMENTAL REVIEW
Acquiring an assessment consultant is not a project under the California Environmental
Quality Act (CEQA).
PREPARED BY:Jim Steele, Manager of Investments and Debt, Administrative
Services Department
APPROVED BY:
CARL
Director,Services
CITY MANAGER APPROVAL:
Assistant City Manager
ATTACHMENTS: Contract with Winzler and Kelly
CMR: 317:99 Page 8 of 8
CONTRACT NO.
BETWEEN THE CITY OF PALO ALTO AND
WINZLER & KELLY CONSULTING ENGINEERS
FOR DOWNTOWN MAINTENANCE SPECIAL TAX
CONSULTING SERVICES
, 1999, by and between the CITY OF PALO ALTO, a
’ and a municipal corporation of the State of
California ("CITY"), and WINZLER & KELLY CONSULTING ENGINEERS, a
California Corporation, 495 Tesconi Circle, S~nta Rosa, CA 95401,
Tax ID No. 68-0274914 ("CONTRACTOR").
RECITALS:
WHEREAS, CITY desires certain consulting seJvices
("ServiceR," also sometimes referred to as ~tasks"), as more fully
described in Exhibit "A," attached hereto and incorporated herein
by reference; and
WHEREAS, CITY desires to engage CONTRACTOR, including its
employees, if any, in providing the Services by reason of its
qualifications and experience in performing such Services, and
CONTRACTOR has offered to provide the Services on the terms and in
the manner set forth herein7
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Contract, the parties agree:
SECTION I.TERM
i.i The term of this Contract shall be from August I0,
1999 through and including December 31, 2000.
SECTION 2. QUALIFICATIONS.., STATUS, AND ...DUTIES OF
CONTRACTOR
2.1. CONTRACTOR will perform services under this Contract
with the degree of skill and diligence normally practiced by
professional engineers or consultants performing the same or
similar services. No other warranty or guarantee, expressed or
implied, is made with respect to the services furnished under this
Contract and all implied warranties are disclaimed. The CONTRACTOR
represents that project director and every individual charged with
the performance of the Services under this Contract 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.
2.2 In reliance on the. representation and warranty set
forth in Section 3.1, City hires CONTRACTOR to perform, and
CONTRACTOR covenants and agrees that it will furnish or cause to be
furnished, the Services as set forth in Exhibit ~A".
!
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2.3 CONTRACTOR will assign Mary Grace Pawson as the
project director to have supervisory responsibility for the
performance, progress, and execution of .the Services. If
circumstances or conditions subsequent to the execution of this
Contract cause the substitution of the project director for any
reason, the appointment of a substitute project director will be
subject to the prior written approval of the project manager.
2.4 CONTRACTOR represents that it will:
2.4.1 Procure all permits and licenses, pay all charges
and fees, and give all notices which may be necessary and incident
to the due and lawful prosecution of the Services;
2.4.2 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, any materials used in CONTRACTOR’s performance under this
Contract, or the performance of the Services;
2.4.3 At all times’ observe and comply with, and cause
its emp!oyees and contractors (and consultants), if any, who are
assigned to the performance.of this Contract to observe and comply
with, the laws, ordinances, regulations, orders and decrees
mentioned above; and
2.4.4 Report immidiately 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 any plans, drawings, specifications or provisions of
this Contract.
2.5 Any reports, information, data, or other material
given to, or prepared or assembled by, CONTRACTOR or its
contractors, if any, under this Contract ("Work Product") will
become the property of CITY and will not be made available to any
individual or organization by CONTRACTOR or its contractors, if
any, without the prior written approval of the city manager.
2.6 CONTRACTOR will provide CITY with copies of the
documents which may be required under this Contract, as provided in
Exhibit "A," upon completion and acceptance of each such document
by CITY.
2.7 If CITY requests additional copies of reports,
drawings, specifications or any other materia! which CONTRACTOR is
required to furnish in limited quantities in the performance of
the Services, CONTRACTOR will provide such additional copies and
CITY will compensate CONTRACTOR for its duplication costs.
2.8 CONTRACTOR will be responsible for employing or
engaging all persons necessary to perform the Services. All
contractors of CONTRACTOR will be deemed to be directly controlled
and supervised by CONTRACTOR, which will be responsible for their
performance. If any employee or contractor of CONTRACTOR fails or
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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 contractor will be discharged immediately from further
performance under this Contract on demand of the project manager.
SECTION 3~,DUTIES OF CITY
3.1 CITY will furnish or cause to be furnished the
specified services set forth in Exhibit "A" and such other
information regarding its requirements as may be reasonably
requested by CONTRACTOR.
3.2 The City Manager will represent CITY for all
purposes under this Contract. Jim Steele is designated as the
project manager for the City Manager. The project manager will
supervise the performance, progress, and execution of the Services.
.3.3 If CITY observes or otherwise becomes aware of any
default in the performance of CONTRACTOR, CITY will use reasonable
efforts to give written notice thereof to CONTRACTOR in a timely
manner.
SECTION 4.COMPENSATION
4.1 In consideration of the full performance of the
Services by CONTRACTOR, CITY will pay CONTRACTOR the total sum of
Sixty-two thousand four hundred Dollars ($62,400). Payment for work
performed hereunder will be made to CONTRACTOR on receipt of
CONTRACTOR’s invoice, submitted no more often than monthly, based
on work tasks performed, as shown on Exhibit ~B", attached hereto
and incorporated herein by reference. The amount Set forth in
this section may be reddced as provided in Exhibit ~B".
4.2 In addition to the compensation described in
Paragraph 4.1, CITY will reimburse CONTRACTOR for its direct out-
of~pocket expenses for items related to balloting, such as design,
layout, recording fees, printing, envelopes, and postage.
Reimbursement will be made based on receipt of CONTRACTOR’s
invoice, with appropriate documentation. The total amount of
reimbursement payable to CONTRACTOR under this agreement shall not
exceed Ten thousand Dollars ($i0,000).
4.3 CITY may in writing request CONTRACTOR to perform
Additional Services. In consideration of the full performance of
such additional services, if any, CITY will pay CONTRACTOR for
services rendered at the hourly rates shown in Exhibit "B-l". The
project manager and the project director shall, upon mutual written
agreement, have the authority to increase the amount of
compensation payable under this Contract by the total amount of Ten
Thousand Dollars ($i0,000).
SECTION 5.AUDITS
5.1 CONTRACTOR will permit CITY to audit, at any
reasonable time during the term of this Contract and for three (3)
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3
years thereafter, cONTRACTOR’s records pertaining to matters
covered by this Contract. CONTRACTOR further agrees to maintain
and retain such records for at least three (’3) years after the
expiration or earlier termination of this Contract.
SECTION 6.INDEMNITY
6.1 CONTRACTOR agrees to indemnify, defend and hold
harmless CITY and its Council Members, officers and employees from
and against any and all loss, damage, claim or liability (including
without limitation, reasonable attorneys’ fees) incurred by CITY
which arise out of CONTRACTOR’s negligent acts, errors or
omissions, in performing under this Contract.
SECTION 7. WAIVERS
71 The waiver by either party of any brea6h 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 other term, covenant, condition,
provisions, ordinance or law, or of any subsequent breach or
violation of the same or of any other term, covenant, 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 te.rm, covenant, condition or provision of
this Contract or of any applicable law or ordinance.
7.2 No payment, partial payment, acceptance, or partial
acceptance by CITY wil! operate as a waiver on the part of CITY of
any of its rights under this Contract.
SECTION 8. INSUR3iNCE
8.1 CONTRACTOR, 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 CONTRACTOR and its contractors, if any, but also,
with the exception of workers’ compensation, and employer’s
liability, naming CITY as an additional insured concerning
CONTRACTOR’s performance under this Contract.
8.2 All insurance coverage required hereunder will be
provided through carriers with B.@st’s Key Rating Guide ratings of
A:VII or higher which are admitted to transact insurance business
in the State of California.
8.3 Certificates of such insurance, preferably on the
forms provided by CITY, will be filed with CITY concurrently with
the execution of this Contract. The certificates wil! 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 altered by the insurer except after filing with
CITY’s city clerk thirty (30) days’ prior written notice of such
cancellation or alteration, and that the City of Palo Alto is named
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as an additional insured except in policies ofworkers’
compensation, and employer’s 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.
8.4 The procuring of such required policy or policies of
insurance will not be construed to limit CONTRACTOR’s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. _Notwithstanding the policy or policies of insurance,
CONTRACTOR 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 9 WORKERS’ COMPENSATION
.9.1 CONTRACTOR, 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 Services.
SECTION I0.
SERVICES
TERJINATION OR SUSPENSION ~OF CONTRACT OR
i0.i The city manager may suspend the performance of the
Services, in whole or in.part, or terminate this Contract, with or
without cause, by giving thirty (30) days’ prior written notice
thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR
will immediately discontinue its performance of the Services.
10.2 CONTRACTOR may terminate this Contract or suspend
its performance of the Services 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 the Services to be performed.
10.3 Upon such suspension or termination by CITY,
CONTRACTOR will be paid for the Services actually rendered to CITY
on or before the effective date of suspension or termination;
provided, however, if this Contract is suspended or terminated on
account of a default by CONTRACTOR, CITY will be obligated to
compensate CONTRACTOR only for that portion of the Services which
are of direct and immediate benefit to CITY, as such determination
may be made by the city manager acting in the reasonable exercise
of her discretion.
10.4 Upon such suspension or termination, CONTRACTOR will
deliver to the city manager immediately any and all copies of
studies, sketches, drawings, computations, and other data, whether
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or not completed, prepared by CONTRACTOR or its contractors, if
any, or given to CONTRACTOR or its contractors, if any, in
connection with this Contract. Such materials will become the
property of CITY.
10.5 The failure of CITY to agree with CONTRACTOR’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 CONTRACTOR to fulfill its obligations under this Contract.
SECTION ii ASSIGNMENT
ii.i This Contract is for the personal services of
CONTRACTOR, therefore, CONTRACTOR 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 thereof without the prior
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 the city manager wil! 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 12. NOTICES
12.1 All notices ~ereunder will be given in writing and
mailed, postage prepaid, by certified mail, addressed as fol!ows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
To CONTRACTOR: Attention of the project director
at the address of CONTRACTOR recited above
SECTION 13.CONFLICT OF INTEREST
13.1 In accepting this Contract, CONTRACTOR 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.
13.2 CONTRACTOR further covenants that, in the
performance of this Contract, it will not employ any contractor or
person having such an interest. CONTRACTOR certifies that no
person who has or will have any financial interest 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 Municipa! Code and the Government Code of the State of
California.
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SECT,ION 14.NONDISCRIMINATION
14.1 As set forth in the Palo Alto.Municipal Code, no
discrimination will be made 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 that
person. If the value of this Contract is, or may be, five thousand
dollars ($5,000) or more, CONTRACTOR agrees to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment, including completing the requisite
form furnished by CITY and set forth in Exhibit "D".
14.2 CONTRACTOR agrees that each contract for services
with an independent provider will contain a provision substantially
as follows:
"[Name of Provider] will provide CONTRACTOR
-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."
14.3 If CONTRACTOR 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 p~rformance 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 acts of
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.
14.4 If CONTRACTOR is in default of the nondiscrimination
provisions of this Contract, CONTRACTOR wil! 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 CONTRACTOR the sum of two hundred fifty
dollars ($250) for each calendar day during which CONTRACTOR is not
in compliance with this provision as damages for breach of
contract, or both.
SECTION 15.MISCELLANEOUS PROVISIONS
15.1 CONTRACTOR represents that it has knowledge of the
requirements of the Americans with Disabilities Act of 1990, and
the Government Code and the Health and Safety Code of the State of
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California, relating to access to public buildings and
accommodations for disabled persons, and relating to facilities for
disabled persons. CONTRACTOR will comply wit~ or ensure by its
advice that compliance with such provisions will be effected in the
performance of this Contract.
15.2 This Contract will be governed by the laws of the
State of California, excluding its conflicts of law.
15.3 In the event that an action is brought, the parties
agree that trial of such action wi!l be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of California in the County of Santa
Clara, State of California.
15.4 The prevailing party in any action brought to
enforce the provisions of this Contract may recover its reasonable
costs and-attorneys’ fees expended in connection with that action.
15.5 CONTRACTOR and CITY shall attempt to resolve
conflicts or disputes under this Contract in a fair and reasonable
manner and agree that if resolution cannot be made to attempt to
mediate the conflict by a professional mediator (except for payment
disputes which may be submitted directly to arbitration). If
mediation does not settle any dispute or action which arises under
this Contract or which rela%es in any way to this Contract or the
subject matter of this Contract, it shall be subject to arbitration
under the rules governing commercia! arbitration as promulgated by
the American Arbitration Association and arbitrability shall be
subject to the Federal Arbitration Act. Any arbitration
proceedings shall take .place in Santa Clara County, California
unless the parties agree otherwise.
15.6 This document represents the entire and integrated
agreement between the parties and supersedes all prior negotia-
tions, representations, and contracts, either written or ora!.
This document may be amended only by a written instrument, which is
signed by the parties. City’s City Manager is authorized to
execute any amendments on behalf of the City.
15.7 All provisions of this Contract, whether covenants
or conditions, wil! be deemed to be both covenants and conditions.
15.8 The covenants, terms, conditions and provisions of
this Contract will apply to, and will bind, the heirs, successors,
executors, administrators, assignees, and contractors, as the case
may be, of the parties.
15.9 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 wil! remain in full force and effect.
15.10 All exhibits referred to in this Contract and any
addenda, appendices, attachments, and schedules which, from time
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8
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.
15.11 This Contract may be executed in any number of
counterparts, each of which wil! be an original, but all of which
together will constitute one and the same instrument.
15.12 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 ere not appropriated
for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of
the fiscal year and funds for this Contract are no longer
available. This Section 15.12 shall take precedence in the event
of a conflict with any other covenant, term, condition, or
provision.of this Contract.
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9
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:
Senior Asst. City Attorney
APPROVED :
Assistant City Manager
WINZLER & KEZLY CONSULTING
ENGINEERS, a California
corporation
~By
Director of Administrative
Services
Risk Manager
By
Taxpayer Identification No.
68-0274914
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
At t achment s :
EXHIBIT "A" :
EXHIBIT "B" & "B-I" :
EXHIBIT "C" :
EXHIBIT "D" :
SCOPE OF SERVICES
FEE SCHEDULE
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
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i0
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
a Notary Pu_~..lic in 9nd for s~id _County and/State, persojiaily
a eared " ~ "~’L ~q ersonall known to mepp! o~,nc~.> ,/~. ~./_ ~K~_- ........., ~ y .....
or proved ~o me on the b~a,sis of satisfactory evidence to be the
person(~ whose name(i) ~s~a~fe-2%Libscribed to the within instrument
an~d ac~knowledged to m~--that (h~/~ executed t~he same in
~is_~i%er~~_ authorized capaci-~y(i-e~, and that by~/her-7~
~gnature(2~ on the instrume@t the person(~), or the entity upon
behalf of which the person(~ acted, executed the instrument.
WITNESS my hand and official seal.
of
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II
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code S 1189)
STATE OF
COUNTY OF
) SS.
On_, .~.~.~ ~ l~:~q..., T9-9-_, before me, ~& _~. ¯ O&¢lV]~.,.,
a Notary Pub~lic ~in and for said County and State, personally
appeared ~’0~ ~, ~i ~ .... , personally kno~ to me
4~ proved to me on the basis of satisfactory evidence to be the
person(~) whose name(~) ~~ subscribed to the within instrument
~acknowledged to me that ~~ executed the same in
h~r/th~r authorized capacity(~), and that by~/hcritheir
ature(~) on the instrument the person(~), or the entity upon
behalf of which the person(~) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary Public
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12
EXHIBIT A
SCOPE OF WORK
The scope of work described below assumes that separate public hearings, balloting and public
outreach efforts will occur for the proposed parking assessment and the proposed downtown
maintenance special tax. If those two efforts occur simultaneously, the costs associated with this
scope of work will be reduced by $5,000. A decision by the City to combine or stagger the two
processes will occur after 1-2 of the initial meetings with Consultant.
Work under this scope will include supervising the author of the assessment administration
program, Robert Goldman, who will be working as a subconsultant for Winzler Kelly, and
coordination with the City’s Geographic Information System. Mr. Goldman’s role will be to
provide background to Consultant on the current parking assessments’ methodology~, and to
interface with City staff to ensure software compatibility with City systems.
Project Manager for Winzler Kelly shall be Mary Grace Pawson.
Task Al: Assessment District Engineering-Proposed Downtown Parking Structure
Assessment District:
Work under this task includes development of the formula of benefit for the proposed new
assessment district and preparation of the Boundary Map, Assessment Diagram and
Engineer’s Report.
Task AI.1 Assessment Methodology
Consultant will prepare a Preliminary Technical Memorandum on assessment methodology for
review by the City and its outside legal and financial consultants. This initial document will present
options for developing a formula of benefit and calculating the annual assessments. The Technical
Memorandum will present advantages and disadvantages of each of the proposed options. The final
formula of benefit will be based on the City’s review comments.
Meetings: Allow two (2) meetings with City Staff and legal and financial consultants. Scope
includes Mr. Goldman’s attendance at meetings
Task A1.2 Mapping
Consultant will develop the Boundary Map and Assessment Diagram, based on the existing
University Avenue Parking Assessment District. Mapping will be prepared in AutoCAD R.
14.0. Map layering will be coordinated with City’s Department of Public Works for
integration with the Geographic Information System.
Meetings: Allow one (1) meeting with City Public Works staff.
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Task A1.3 Engineer’s Report
Consultant will develop an Administrative Draft of the Engineer’s Report for review by the
City’s financing team and finalize the Engineer’s Report based on comments received.
Consultant’s scope also includes making final changes to the Engineer’s Report based on
final project cost information and concerns raised at the public hearing.
Meetings: Allow one (1) meeting with City Staff and outside legal and financial consultants.
Scope includes Mr. Goldman’s attendance at meetings. .4
Task A1.4 Recordings
Consultant shall coordinate all recordings of the Assessment District documents (Boundary
Map, Engineer’s Report, Assessment Diagram and Notice of Assessment) associated with
the Downtown Parking Structures. Consultant shall coordinate with City to provide mailing
information for Notices of Cash Payment Period as requested by City. Consultant shall also
record all Special Tax District documents, if that special tax passes concurrently with this
assessment.
Deliverables Under Task A1 include one (1) Technical Memorandum, Boundary Map,
Assessment Diagram, Administrative" Draft of the Engineer’s Report, Final Engineer’s
Report and Notice of Assessment.
Additional.meetings will be billable at the hourly rates listed in Exhibit B-Fee Schedule &
Breakdown.
Task B1 Assessment District Administration Software in PC Format:
This task includes development of a computer database that will allow for computation of
assessments and administration of the initial assessment process, and which can be used for
annual assessments. The database will be coordinated with City’s concurrent upgrade of its
existing assessment administration software to provide ease of transition between the new
Assessment District and the City’s ongoing assessment district administration activities.
Task B 1.1 Initial Data Collection
Consultant will coordinate with City staff and the County Assessor and Recorder to bring
forward existing information on the property within the District. Work will also include the
initial field surveys to verify lot size, occupancy, etc. A preliminary assessment calculation
program will be written based on the Technical Memorandum developed under Task A 1.1.
Microsoft Access will be utilized for easy linkage between the Engineer’s cost estimates, the
Engineer’s Report and tailored ballots and notices.
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Task B 1.2 Coordination with Update of Current Assessment Administration Software
Consultant will coordinate work with the concurrent update of the City’s existing Assessment
Administration Software. Work under this task allows for up to twenty-four (24) hours of
coordination work and three (3) meetings with City’s Public Works Staff and outside Assessment
Administration Consultants.
Task B 1-3 Coordination with City’s Geographic Information System (GIS)
Consultant will help City link the assessment database with City’s GIS system. This task
includes up to sixteen (16) hours of coordination work and two (2) meetings with City’s
Public Works and Planning staff and outside GIS programming consultant.
Task B 1-4 Coordination with California Avenue Geographic Information System (GIS) conversion.
Consultant will assist City in linking the California Avenue Assessment District with the
City’s GIS system. This task includes up to forty (40) hours of coordination work. Meetings
will be combined with Task B 1-3 above.
Consultant will deliver the preliminary Microsoft Access programs and documentation, to
the City for review. Based on the review comments, consultant will update the program. This
scope allows for updating the program based on final project cost information and the results
of the public heating.
Meetings: Scope includes (5) meetings with Mr. Goldman in attendance at (3) meetings.
Deliverables: Preliminary and Final Microsoft Access Programs with
Documentation and GIS link
Task B2 Special Tax District Administration Soft~vare in PC Format:
Task B 1.2 Coordination with Special Tax District Consultant
Consultant agrees to subcontract with Bob Goldman in order to convert the special tax district
allocation methodology (which will be delivered by David Taussig and Associates under separate
contract) into an algorithm to be written for incorporation in Microsoft Access or Excel software
(to be determined later) for ongoing administration of the district
Meetings: Three (3) meetings between Mr. Goldman, City’s Public Works Staff and outside
Assessment Administration Consultant.
Deliverables: Preliminary and Final Programs with Documentation and GIS link
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Task C Special Ballot Procedure, Educational Outreach and Administration:
Task C 1 Outreach Strategy and Schedule:
Consultant will work with the City and its legal and financial consultants to develop a
detailed timeline for the balloting and public outreach process for each of the proposed
financing districts. Consultant will prepare a Technical Memorandum on public outreach that
will include potential outreach activities and proposed strategies for the outreach and for the
balloting period. This task includes one meeting with City staff and its legal and financial
consultants on the advantages and disadvantages of combining the two ballot processes.
Consultant will subsequently summarize this discussion with an options memo. This task
also includes two meetings with City staff and representatives of the downtown business
community and Chamber of Commerce in order to get input on the most effective strategy
for the City to use.
Meetings: Scope includes (3) meetings.
Deliverables: Detailed Timelines, Technical Memorandum on Outreach Strategy and
Schedule
Task C2 Outreach Material
Consultant will develop mock-ups of the proposed Information Material. This task includes
(2) two City coordination meetings.
Meetings: Scope includes (2) meetings.
Deliverables: Preliminary Informational Material Design
Task D1 Informational Material & Ballot-Printing for the Assessment District
Task D 1-1: This task includes final printing and mailing of all assessment district ballots and
public information brochures and assistance during the balloting period and at the public
hearing. The final documents will be based on the City’s input received during Task C. This
scope allows for (2) two City coordination meetings, (2) two public workshops and
attendance at (2) two City Council Meetings (one when the Preliminary Engineer’s Report
is adopted and one at the Public Hearing where ballots are tabulated). Consultant will also
assist the City in tabulating the ballots and verifying the final results.
Meetings: Scope includes (6) six meetings.
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Task D2 Informational Material & Ballot-Printing for the Special Tax District
Task D2-1: This task includes final printing and mailing of all special tax district ballots and
public information brochures and assistance during the balloting period and at the public
hearing. The final documents will be based on the City’s input received during Task C. This
scope allows for (2) two City coordination meetings, (2) two public workshops and
attendance at (2) two City Council Meetings (one when the Preliminary Engineer’s Report
is adopted and one at the Public Hearing where ballots are tabulated). Consultant will also
assist the City in tabulating the ballots and verifying the final results.
Meetings: Scope includes (6) six meetings.
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EXHIBIT B
FEE SCHEDULE & DETAILED BREAKDOWN
Fees for the above services are detailed below, and total $62,400 plus expenses not to exceed
$10,000 for design, printing, and layout expenses. Expenses to be supported by original invoices.
Progress payments will be made at milestone described below.
Task A1 Assessment District Engineering:$18,500
$5,000 will be due and payable upon receipt and acceptance of final’Technical Memorandum on
Assessment Methodology.
$11,000 will be due and payable upon completion of the Boundary Map, Assessment Diagram, and
Engineer’s Report.
Remaining fee will be due and payable upon completion of recordings
Task B1 Assessment District Administration Software in
PC Format:$17,000
(includes Mr. Robert Goldman as a suBconsultant)
$7,000 due and payable upon delivery of preliminary and acceptance of updated, conformed
assessment roll.
$5,000 due and payable upon delivery of Visual Basic algorithm for new assessment formula
Remaining fee due and payable upon completion of GIS coordination
Task B2 Special Tax District Administration Software in
PC Format:$3,500
(includes Mr. Robert Goldman’s work as a subconsultant)
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Task C Special Ballot Procedure, Educational Outreach
And Administration:$7,800
$3,000 due and payable upon receipt and acceptance of Detailed Timeline and Technical
Memorandum on Outreach Strategy,
Remaining fee due and payable upon receipt and acceptance of Preliminary Informational Material
Design
Task D1 Informational Material and
services for the Assessment District
Ballot-Printing an~ mailing, and tabulation
$7,800 (plus Expenses) *
(design and printing expenses, to be supported by invoices, not to exceed $5,000):
$2,000 will be due and payable upon successful delivery of brochures to City for mailing.
$2,000 will be due and payable upon successful delivery of ballots to City for mailing.
$3,800 will be due and payable after public hearing and ballot tabulation.
Task D2 Informational Material and Ballot-Printing and mailing, and tabulation
services for the Special Tax District $7,800 (plus Expenses) *
(*design and printing expenses, to be supported by invoices, not to exceed $5,000):
$2,000 will be due and payable upon successful delivery of brochures to City for mailing.
$2,000 will be due and payable upon successful delivery of ballots to City for mailing.
$3,800 will be due and payable after public hearing and ballot tabulation.
If the two procedures (Assessment District and Maintenance District) occur concurrently, the costs
associated with tasks D-1 and D-2 will be reduced by $5,000. That is, in this case the total owed for
Tasks D-1 and D-2 will be $10,600 plus layout and printing expenses.
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EXHIBIT "B-I"
HOURLY FEE RATES
Addition~il work will be billed at the following hourly rates:
Principal in charge $125
Project Manager 90
Principal Engineer 85
Engineer 70
Technician 68
Surveyor 75
CADD Technician 68
Typist 55
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