HomeMy WebLinkAboutStaff Report 4372
City of Palo Alto (ID # 4372)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/17/2014
City of Palo Alto Page 1
Summary Title: Bicycle Plan Implementation Projects
Title: Approval of Five Consultant Contracts Totaling $2,231,211 for Design
and Environmental Review of Bicycle Plan Implementation Projects and
Adoption of a Budget Amendment Ordinance for $335,000
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council adopt a Budget Amendment Ordinance (BAO) (Attachment G) in
the amount of $335,000, transferring funds from the Charleston Road-Arastradero Road Traffic
Impact Fee Fund to the Capital Improvement Project Fund, increasing the Capital Improvement
Program (CIP) Project PE-13011 by $335,000, and authorize the City Manager or his designee to
execute contracts with the following firms for design services and related actions necessary for
implementation of priority projects within the Bicycle & Pedestrian Transportation Plan:
1. Alta Planning + Design (Attachment A) in the amount of $400,000 for planning and
preliminary environmental assessment of the Bryant Street Bicycle Boulevard Update
(Palo Alto Avenue to 100-FT North of E Meadow Drive); the Greer Road Bicycle
Boulevard (Edgewood Drive to Louis Road); the Moreno Avenue-Amarillo Avenue
Bicycle Boulevard (Middlefield Road to West Bayshore Boulevard); the Ross Road Bicycle
Boulevard (North California Avenue to Louis Road); and the Homer Avenue-Channing
Avenue Enhanced Bikeway Project (Alma Street to Boyce Avenue-Guinda Avenue).
2. Fehr & Peers Transportation Consultants (Attachment B) in the amount of $450,000 for
planning and preliminary environmental assessment of the Barron Park Neighborhood
Class III Bicycle Facilities project; the Bryant Street Bicycle Boulevard Extension (E
Meadow Drive to San Antonio Road); the Maclane Street-Wilkie Way-Miller Avenue-Del
Medio Avenue Bicycle Boulevard (Park Boulevard to San Antonio Road); the Park
Boulevard Bicycle Boulevard Phase (Castilleja Avenue to W Charleston Road); and the
Stanford Avenue Bicycle Boulevard (El Camino Real to Park Boulevard). This contract
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also includes online community outreach efforts for both the Alta Planning + Design and
Fehr and Peers Bicycle Boulevard projects.
3. Sandis Engineers (Attachment C) in the amount of $275,000 for design and
environmental assessment of the Churchill Avenue Improvement Project (El Camino
Real to Castilleja Avenue). This contract also includes a focused Caltrans study to help
procure encroachment permits for future construction.
4. Alta Planning + Design (Attachment D) in the amount of $369,446 for a feasibility study
and preliminary environmental assessment for the Matadero Creek Trail – Phase 1
Midtown Project (Alma Street to Highway 101).
5. Mark Thomas & Associates (Attachment E) in the amount of $736,765 for preliminary
design and environmental assessment of the Charleston Road-Arastradero Road
Corridor Plan (Fabian Way to Miranda Avenue).
Staff also recommends that Council concurrently authorize staff to coordinate with Google and
their transportation planning consultant, Alta Planning + Design, for the planning and
preliminary environmental assessment of the San Antonio Road Class III Bicycle Route project
(Highway 101 to Alma Street); San Antonio Road Class III Bicycle Route project (Byron Street to
Alma Street); the Alma Street Enhanced Bikeway (San Antonio Avenue to Charleston Road); and
the Cubberly Community Center – Bicycle Route.
Background
The Palo Alto Bicycle & Pedestrian Transportation Plan was adopted on July 9, 2012 and
includes a Proposed Bikeway Network (Attachment F) and associated priority projects by
project type including Bicycle Boulevards, Across Barrier Connections, Bike
Lanes/Sharrows/Enhanced Bikeways, and other project types. As part of the current year
Capital Improvement Program (CIP) the City made a significant commitment to help advance
the plan through the funding of several key projects, not including prior year or future year
funding:
CIP PL-04010, Bicycle & Pedestrian Transportation Plan $1,318,009
CIP PL-14000, El Camino Real & Churchill Ave Improvements $283,651
CIP PE-11011, Highway 101 Pedestrian/Bicycle Overpass $1,396,168
CIP PL-14001, Matadero Creek Trail – Phase 1 Midtown $383,651
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CIP PL-00026, Safe Routes to School $169,536
The recommended consultant contracts in this report represent a major step forward in the
advancement of the Bicycle & Pedestrian Transportation Plan. In addition to the proposed
projects, the City has other pending projects including:
Highway 101 Pedestrian/Bicycle Overpass
This project is currently in the Environmental Assessment Phase and the City plans to
solicit design consultant proposals in this Spring.
Matadero Avenue-Margarita Avenue Bicycle Boulevard
This project is being designed using in-house resources and will be presented to the
Planning & Transportation Commission later this month. City Council consideration for
approval of a Final Plan is anticipated by Spring. The funding for this project will come
from the Bicycle & Pedestrian Transportation Plan (PL-04010).
Maybell Avenue Bicycle Boulevard
This project is currently being designed through on-call consultant contracts by Fehr &
Peers Transportation Consultants. The City has already held two community outreach
meetings and a third is anticipated this Spring. Planning & Transportation Commission
and City Council approvals will be requested this Summer. The funding for this project
will come from the Bicycle & Pedestrian Transportation Plan (PL-04010).
Safe Routes to School – Phase 1 Safety Improvements
As part of the development of new Walk and Roll Maps for each of the city’s public
schools, the community assisted in identifying key intersections where minor safety
improvements were prioritized and implemented this winter. A total of 40 intersections
were upgraded with enhanced crosswalk markings or signage. A Phase 2 Safety
Improvements project is anticipated in the Fall 2014.
Bicycle Detection Improvements
The City procured microwave-focused bicycle detectors and installed them at key
bicycle crossing intersections for trial evaluation. The units were installed earlier this
month at the intersections of Bryant Street & Embarcadero Road, Charleston Road &
Wilkie Way, and Charleston Road & Carlson Drive. The units detected bicyclists up to
300-FT in advance of a signalized intersection and prioritize bicycle detection to help
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ensure an earlier “green” indication at the traffic signal.
Bicycle Marking Improvements
This year the City deployed its first green bicycle lane safety markings along the Park
Boulevard Bicycle Boulevard near Oregon Expressway and on the Channing Avenue
Enhanced Bikeway near Newell Road. Additional “greenback” Sharrow roadway
markings were also installed along Cowper Street between E Meadow Drive and St
Claire Drive.
The proposed design contracts allow for a continued and significant advancement in
implementation of the Bicycle & Pedestrian Transportation Plan with 17 new Bicycle Boulevard,
Enhanced Bikeway or Bicycle Routes projects.
Summary of Key Issues
Each of the recommended consultant contracts was developed based on proposals submitted
and evaluated in response to several Requests for Proposals (RFPs) released by the City in the
Summer and Fall of 2013.
Bicycle Boulevards
The City released the Palo Alto Bicycle Boulevards RFP on October 1, 2013. The RFP scope
included ten Bicycle Boulevard or Enhanced Bikeway projects. Each has been included in one of
the recommended contracts as indicated below:
Project Lead Consultant
1. Barron Park Neighborhoods Class III Bicycle Facilities Fehr & Peers
2. Bryant Street Bicycle Boulevard Update Alta
3. Bryant Street Bicycle Boulevard Extension Fehr & Peers
4. Greer Road Bicycle Boulevard Alta
5. Homer Avenue-Channing Avenue Enhanced Bikeway Alta
6. Moreno Avenue-Amarillo Avenue Bicycle Boulevard Alta
7. Park Boulevard Bicycle Boulevard Phase 2 Fehr & Peers
8. Ross Road Bicycle Boulevard Alta
9. Stanford Avenue Bicycle Boulevard Fehr & Peers
10. Wilkie Way Bicycle Boulevard Fehr & Peers
City of Palo Alto Page 5
The City received a total of five (5) proposals in response to the RFP and interviewed each of
the firms. Alta Planning + Design and Fehr & Peers Transportation Consultants were identified
as the recommended firms to partner with the City in the completion of the projects. The ten
projects were divided between the two firms and identified above. Each of the firms
represented demonstrated strong skills and experience in the development of innovative
bicycle projects including bicycle boulevard facility design and community outreach &
engagement.
Community Outreach Strategy
During the interviews each of the firms interviewed expressed concern regarding “community
fatigue” from community outreach participation given that many of the projects overlap
neighborhoods. The projects were divided in such a manner that allows meetings to target
multiple neighborhoods and allow for discussion on various projects. Each of the consultant
work scopes also includes “bike-along” outreach events to help solicit community input in the
field to help residents better explain their areas of concern or suggested improvements directly
in the field. The City also consolidated online outreach for all of the projects onto the Fehr &
Peers work scope to take advantage of GIS-based outreach tools to ensure that the online
community involvement process appears seamless to all participants.
Technical Advisory Committee
The City is also exploring the development of a small Technical Advisory Committee (TAC) that
will meet during normal business hours and include representatives from the Palo Alto Bicycle
Advisory Committee (PABAC), City-School Traffic Safety Committee, Planning & Transportation
Commission, and local business leaders. The TAC is intended as a forum where consultants
could share ideas and ensure consistency in project designs. The TAC will also help inform the
consultants regarding initial community interest areas to help prepare and advance design
concepts prior to community meetings. Having representatives from both the City-School
Traffic Safety Committee and PABAC will also help ensure preliminary feedback from each of
those bodies. Both the City-School Traffic Safety Committee and PABAC will continue to receive
on-going program updates for each project.
11. Churchill Avenue Corridor Improvements
This project includes the design of both bicycle & pedestrian facilities along Churchill Avenue
between Castilleja Avenue and El Camino Real as well as roadway capacity improvements for
vehicles through the addition of a westbound right turn lane at El Camino Real. The City
pursued grant-funds for this project as part of the One Bay Area Grant (OBAG) program last
year but was unsuccessful in receiving funds for the project. The proposed project has
synergies with the Castilleja Avenue-Park Boulevard Bicycle Boulevard project and the El
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Camino Real element of the Stanford Perimeter Trail. As part of the OBAG proposal review
process, the Valley Transportation Authority (VTA) also identified this project as having
opportunities to integrate with their proposed Bus Rapid Transit (BRT) program.
The City released an RFP for this project on July 6, 2013 and received only one proposal in
response to the RFP from Sandis Engineers. Sandis Engineers has extensive experience working
in the City of Palo Alto and was selected for the design of the project.
12. Matadero Creek Trail – Phase 1 Midtown Feasibility Study
This project includes the completion of a Feasibility Study to identify community-preferred
alignments for the project and Across Barrier Connection alternatives at each end of the project
segment, Alma Street and Highway 101. This project currently is eligible for $1.5 million in
dedicated grant-funding for the construction phase of the project via a grant from the County
of Santa Clara – Alternative Mitigation Program through the Stanford-Palo Alto Trail Program.
The grant is reimbursable and will be received upon completion of the project.
The City released an RFP for this project on May 20, 2013 and received two proposals in
response. Alta Planning + Design was selected to complete this project because of their
extensive community experience through the development of the Bicycle & Pedestrian
Transportation Plan, work on the Highway 101 Bicycle/Pedestrian Crossing project, and their
nationwide experience in developing innovative bicycle-pedestrian crossing solutions along trail
segments.
The successful completion of a Feasibility Study is required before the Santa Clara County grant
funding can be released to the City. The Feasibility Study will require approval by the both the
City of Palo Alto and the Santa Clara Valley Water District.
13. Charleston Road-Arastradero Road Corridor Project
This project advances the Complete Street elements of the Charleston Road-Arastradero Road
Trial Projects including: new landscaped median islands; intersection bulb-outs to help reduce
pedestrian crossing distances; enhanced bike lanes and bikeway facilities; new street trees; new
streetlights; and streetscape treatments. The current phase of the project is for the Preliminary
Design and Environmental Assessment Phases of the project to help build consensus around
community-preferred improvements before initiating final design.
The City has received partial grant-funding for the construction phases of this project including
a $450,000 grant from the State of California – Department of Transportation (Caltrans) Safe
Routes to School Program for the portion of Charleston Road between Middlefield Road and
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Alma Street; and a $1,000,000 grant from the VTA – VERBS Program for the portion of
Arastradero Road between Georgia Avenue and Miranda Avenue including an upgrade of the
Los Altos Trail between Arastradero Road and Los Altos Avenue.
The City released an RFP for this project on June 4, 2013 and received eight (8) proposals in
response. The Mark Thomas & Company design team was identified as the preferred
consultant for the project demonstrating strong civil experience in the design of enhanced
bikeway and streetscape facilities.
The recommendation includes a request for adoption of a Budget Amendment Ordinance to
transfer additional funding in the amount of $350,000 from the Charleston Road-Arastradero
Road Traffic Impact Fee (TIF) program to CIP Project PE-13011 (Charleston Road-Arastradero
Road Corridor Project.
Google – Bicycle Facility Projects
Google has its central headquarters in the City of Mountain View in the North Bayshore
Business Park. Google is in the process of completing tenant improvements for future
occupancy of the 200 San Antonio Avenue, the site formerly occupied by Hewlett-Packard. The
future Google facility is located on the Mountain View-Palo Alto border and is the southern
terminus of the Bryant Street Bicycle Boulevard via Nelson Drive-Mackay Drive. Google places a
high priority in providing alternative transportation modes to its employees and contractors
and has requested the ability to participate in the Bicycle Boulevard program through the
funding of facilities identified in the Palo Alto Bicycle & Pedestrian Transportation Plan. Google
proposed to fund the planning and preliminary environmental assessment phases for the
following projects:
Project Lead Consultant
14. San Antonio Road Class III Route (Hwy 101 to W City Limit) Alta
15. San Antonio Avenue Class III Route (Byron St to Alma St) Alta
16. Alma Street (San Antonio Avenue to E Charleston Road) Alta
17. Cubberly Community Center – Bicycle Route Alta
Alta is the lead consultant for several of the proposed bicycle projects in this staff report. Staff
sees synergy opportunities in expanding this project to include these bicycle linkages. Inclusion
of the projects now also ensures consolidated community outreach opportunities. Google will
fund all consultant expenses for these projects directly; no city resources beyond staff costs for
coordination are anticipated.
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Schedule of Design and Implementation
Each of the 17 projects provides for either preliminary planning to help identify concept plan
line alternatives that can then be advanced into final design and environmental assessment at a
later stage, or complete design for development of construction bid packages. Staff anticipates
each of projects to take approximately 12 to 18 months to complete. Concept plan line
development allows for development of more refined construction schedules, which depend on
the level of improvements requested by communities through which the projects pass. Final
design is generally undertaken upon Council approval of the concept plan line alternatives, and
results in more refined cost estimates. The City anticipates pursuing grants to support
construction of the projects and the use of available infrastructure funding to match or
supplement grant funding as needed.
Policy Implications
Each of the proposed project helps to implement the Bicycle & Pedestrian Transportaiton Plan
and is consistent with the following Goals, Policies, and Programs of the Comprehensive Plan.
Goal T-3 Facilities, Services, and Programs that Encourage and Promote
Walking and Bicycling
Policy T-14 Improve pedestrian and bicycle access to and between local
destinations, including public facilities, schools, parks, open space,
employment districts, shopping centers, and multi-modal transit
stations.
Program T-22 Implement a network of bicycle boulevards, including extension of
the southern end of the Bryant Street bicycle boulevard to Mountain
View.
Resource Impact
A total of five consultant contracts are recommended through this staff report, each with a
different funding source:
1. Alta Planning + Design – Bicycle Boulevards
A contract in the amount of $400,000 from CIP PL-04010 (Bicycle & Pedestrian
Transportation Plan – Implementation Project) is recommended allowing for a base
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project of $350,000 and an Additional Services budget of $50,000 to assist in grant
writing development and additional graphics development.
2. Fehr & Peers Transportation Consultants – Bicycle Boulevards
A contract in the amount of $450,000 from CIP PL-04010 is recommended allowing for a
base project of $390,685 and an Additional Services budget of $59,315 to assist in online
community outreach support, website development and maintenance, and grant writing
development.
3. Sandis Engineers – Churchill Avenue Improvements
A contract in the amount of $275,000 from CIP PL-14000 (El Camino Real & Churchill
Avenue Intersection Improvements – Design) is recommended allowing for a base
project of $250,000 and an Additional Services budget of $25,000 to assist in project
coordination with the Stanford Perimeter Trail and the VTA Bus Rapid Transit projects.
4. Alta Planning + Design – Matadero Creek Trail
A contract in the amount of $369,446 from CIP PL-14001 (Matadero Creek Trail) is
recommended allowing for the complete project. No Additional Services budget is
anticipated as part of this project as the current project phase include just Feasibility
Study and Prleiminary Environmental Assessment. It should be noted that the amount
of funding allocated for the entire design of this project in FY 2014 is $383,651. With
the funding for the feasibility study and environmental assessment anticpated to use
nearly all of the design funding, an alternative funding source will need to be pursued
for the remaining design costs. It is anticipated that the Bicycle & Pedestrian
Transportation Plan Implementation Project will be funded in FY 2015 in the amount of
$1.2 million. The additional funding required for the design is expected to be allocated
to the FY 2015 appropriation for this project.
5. Mark Thomas & Company – Charleston Rd-Arastradero Rd Corridor Project
A contract in the amount of $736,765 from CIP PE-13011 (Charleston/Arastradero
Corridor Project) is recommended allowing for a base project of $669,765 and an
Additional Services budget of $67,000 to accommodate environmental assessment
studies that may be required for the project and to assist in grant writing development.
A budget amendment ordinance in the amount of $335,000 is recommended as part of
this report to increase funding in the project to accommodate the expense. The
increased expense would be supported by a transfer from the Charleston/Arastradero
Developer Impact Fee Fund.
City of Palo Alto Page 10
Google is funding four proposed linkages directly with Alta Planning + Design as their lead
consultant. The City anticipates staff resources to help coordinate additional community
meetings but no direct costs for the design development of these Bike Plan projects.
Timeline
The City anticates that preliminary design and environmental assessment of each of the above
projects will take approximately one year to complete, although the level of effort and timeline
will depend on community participation and interest. Realistically, it will likely take two years
for all of the contracted work to be complete, however some projects will be ready for
construction in advance of that timeline if funding becomes available. Staff can provide a
regular update to the Council on these projects and overall implementaiton of the Bicycle &
Pedestrian Transportation Plan.
Environmental Review
The requested contracts would allow for environmental review of those projects requiring
further review under the California Environmental Quality Act.
Attachments:
Attachment A: Alta Planning & Design Contract - Bicycle Boulevard (PDF)
Attachment B: Fehr & Peers Transportation Contract - Bicycle Boulevard (PDF)
Attachment C: Sandis Engineers Contract - Design & Environment Assessment - Churchill
Ave. Improvement Project (PDF)
Attachment D: Alta Planning & Design Contract - Matadero Creek Trail, Phase I (PDF)
Attachment E: Mark Thomas & Associates - Preliminary Design & Environmental
Assessment - Charleston/Arastradero Corridor Plan (PDF)
Attachment F: PABP 2012 - Proposed Bikeway Network (PDF)
Attachment G: Budget Amendment Ordinance - Charleston/Arastradero (DOC)
ATTACHMENT A
CONSULT ANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Three Hundred Fifty Thousand
Dollars ($350,000.00). In the event Additional Services are authorized, the total compensation for
services and reimbursable expenses shall not exceed. Four Hundred Thousand Dollars ($400,000. 00).
The applicable rates and schedule of payment are set out in Exhibit "C-1 ", entitled "HOURLY
RATE SCHEDULE," which is attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULT ANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A''.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULT ANT's billing rates (set forth in Exhibit "C-1 "). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. AU of the Services shall be
performed by CONSULT ANT or under CONSULT ANT's supervision. CONSULT ANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULT ANT represents that it, its employees and subconsultants, ifpennitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar know ledge and skill engaged in related work throughout California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local laws, ordinances, regulations, and_orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULT ANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULT ANT shall correct, at no cost to CITY, any.and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CTIY gives
notice to CONSULTANT. If CONSULT ANT has prepared plans and specifications or other design
docwnents to construct the Project, CONSULT ANT shall be obligated to correct any and all errors,
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omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTil\fATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shaH submit estL."nAtes of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (1 0%)
of the CITY's stated construction budget, CONSlJLT ANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Proj.ect budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTA..NT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULT ANT are material considerations for this Agreement CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULT ANT's obligations
hereunder without the prior written consent of the city ma.1.1ager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS
636 9th Street
Oakland, California, 94607
Telephone (510) 590-3421
DAVID J. POWERS & ASSOCIATES, INC.
1871 The Alameda, Suite 200
San Jose, California, 95126
Telephone (408)248-3500
HEXAGON TRANSPORTATION CONSULTANTS
111 W. Saint John Street
San Jose, CA. 95113
Telephone, (408) 971-6100
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULT A.i'TT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
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SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Joe Gilpin as the
Principal in Charge to have supervisory responsibility for the performance, progress, and execution
of the Services and Casey Hildreth as the project manager to represent CONSULTANT during the
day-to-day work on the Project. If circumstances cause the substitution of the project director, project
cooJ1iinator, or any other key personnel for any reason, the appointment of a substitute project
director and the assigninent of any key new or replacement personnel will be subject to the prior
written approval of the CITY's project manager. CONSULT ANT, at CITY's request, shall promptly
remove personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to
the safety of persons or property.
The City's project manager is Jaime Rodrigues, Planning & Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2136.
The project manager will be CONSULTANT's point of contact with respect to performance,
progress and execution of the Services. The CITY may designate an alternate project manager from
time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULT ANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULT ANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULT ANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION15. AUDITS. CONSULTANTwillpermitCITYtoaudit,atanyreasonabletimeduring
the term of this Agreement and for three (3) years thereafter, CONSULT ANT's records pertaining to
matters covered by this Agreement. CONSULT ANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an "Indemnified Party") from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all costs
and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements
("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
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Rev.Nov.l,2011
require CONSULTANT to indemnify an Ind.etnrified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions ofthis Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, 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
a.'l.y subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18 .1. CONSULT ANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance .coverage described in Exhibit ''D".
CONSULT A.""'T and its contractors, if any, shall obtain a policy endorsement naming CITY as an
·additional insured under any general liability or automobile policy or policies.
18 .2. All insurance coverage required hereunder shall be provided through carriers
with Ai\{ Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above:
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval ofCITY~s Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (3 0) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
ca."'lceHation or modification within two (2) business days of the CONSULT ANT's receipt of such
notice. CONSULT ANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULT ANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement. is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
Professional Services
Rev. Nov. 1, 2011
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (1 0) days prior written
notice thereof to CONSULT ANT. Upon receipt of such notice, CONSULT ANT will immediately
discontinue its perfonnance of the Services.
19.2. CONSULT ANT may terminate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereofto CITY, but only in the event of a
substantial failure of performance by CITY.
19.3. Upon such suspension or tennination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other
data, whether or not completed, prepared by CONSULT ANT or its contractors, if any, or given to
CONSULT ANT or its contractors, if any, in connection with this Agreement.. Such materials will
become the property of CITY.
19 .4. Upon such suspension or termination by CITY, CONSULT ANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 1 0 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or tennin.ated on account of a default by CONSULT ANT,
CITY will be obligated to compensate CONSULT ANT only for that portion of CONSULT ANT's
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 ofhis!her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
ToCTIY: Office of the City Clerk
City of Palo Alto
Post Office Box 1 0250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
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21.1 . In accepting this Agreement, CONSULT ANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, fmancial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULT ANT r.uther covenants that, in the perfonnance of this Agreement,
it will not employ subconsuitants, contractors. or persons having such an interest. CONSULTANT
certifies that no person who has or will have any fmancial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that te1m is defined by the Regulations of the Fair Political Practices Commission, CONSULT ANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULT ANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULT ANI' shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and prbter· including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greaterpost·consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City~ for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
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Professional Services
Rev. Nov. I, 2011
SECTION 24 •. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at anytime within a fJScal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25 .1. This Agreement will be governed by the laws of the State of California.
25 .2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULT ANT personal information as defined in California Civil.Code section 1798 .81.5( d) about
a California resident ("Personal Infonnation"), CONSULT ANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
8
Professional Services
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of the Personal Information. CONSULT ANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
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Professional SeJVices
Rev. Nov. l, 2011
25.10 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authodzed
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager
ALTD~~G +DESIGN
By. ~ 1/\. L'
Name: ~("e..# ~~k r f
Title: :f n r-~ rw{
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHffiiT "C-1 ":
EXHffiiT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
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Rev. Nov. I, 2011
EXHIBIT "A"
SCOPE OF SERVICES
CITY is contracting with CONSULTANT to provide planning, community outreach, conceptual
design, and preliminary environmental assessment for the following projects.
• Bryant Street Bicycle Boulevard Upgrade (Palo Alto A venue to 100-FT N ortb. ofE Meadow
Drive)
• Greer Road Bicycle Boulevard (Edgewood Drive to Louis Road) ·
• Moreno Avenue-Amarillo A venue (Middlefield Road to West Baysh.ore Road)
• Ross Road Bicycle Boulevard (North California Avenue to Louis Road)
• Homer Avenue-Channing Avenue Enhanced Bikeway (Alma Street to Boyce Avenue
Guinda A venue)
A. Kick Off Meeting/Baseline Data/Community Outreach Plan
Task A.l Kick Off Meeting with City Staff
CONSULTANT will facilitate a kick-off meeting with CTIY staff to discuss each respective
project's background, deliverables, and anticipated timeli.nes. A key outcome of this meeting will be
the community outreach meetings' dates, times, locations, and agendas.
Task A.2 Obtain Baseline Data
Prior to the kick-off meeting the CONSULTANT shall prepare a Draft Needs Assessment
memorandum that identifies what available data the CONSULT ANT has to begin each project and
identify what CITY-furnished resources are required. CITY shall make available GIS-based data
including right-of-way interest, CITY-maintained utilities, parcel/subdivision maps, and current
traffic data information from its 2013 Traffix Existing Conditions files.
As part of the Needs Assessment memorandum the CONSULT ANT will identifY recommended
locations where additional video-based counts to collect bicycle/pedestrian data, mechanical tube
counters to collect vehicle speed/occupancy data, manual turning movement counts for Level of
Service calculations, and parking studies for project impact assessment should be collected. Traffic
data collection will be conducted by the CONSULT ANT upon approval by CITY, and is anticipated
to include:
• Seven days of vehicle speed and classification hose counts along each project route (up to 15
locations)
• Seven days ofbicyclistlpedestrian counts using video including information on directionality,
for each project, one coW'I.t will include approximate information regarding bicyclist type
(age, gender, helmet use)-(up to 15 locations) ·
• Where appropriate, intersection peak hour turning movement counts (up to 16 total)
CITY will make available resources for the CONSULT ANT to come to CITY Hall to obtain record
drawings, right-ofway and parcel maps, records of survey, parcel and subdivision maps, available
Professional Services
Rev. Nov. I, 2011
12
utility maps, utility plans, assessor's maps, and any available survey information in ArcGIS or
AutoCAD format. The CONSULTANT will be responsible for any field surveys to help develop
maps for the project. The CONSULT ANT will budget up to twelve (12) days of survey crews (two
person crew) to gain an understanding of specific corridor segment conditions where detailed
information is lacking.
Task A.3 Prepare Study Base Maps
Based on the available data from Task A.2, CONSULTANT shall prepare study base maps with
aerial background to help guide in the development of concept plan lines for presentation to the
community. The basemaps should highlight existing curb limits, face-of-curb, back-of-walk, park
strip limits, visible utilities, streetlights, wayfinding and street signage, and reference monuments.
The study basemaps should be available in CAD format (.DWG) and scaled to format suitable for
both planning and preliminary engineering concepts (e.g., l" = 20/40'). To assist in the refinement of
the study base maps the CONSULTANT shall conduct a field inventory of each project corridor
photographing and noting field conditions that may impact design concepts for each project.
At locations where major civil improvements are be anticipated, such as new traffic signals, traffic
circles, or intersection reconfigurations, the study base maps should include cross-streets at these
locations up to 250-FT per approach of each side street to assist CONSULTANT in developing
proper concept plan line renderings for review by the community.
Task A.4 Finalize Public Outreach Plan
CONSULT ANT shall prepare a detailed project schedule outlining the agreed upon public outreach
plan from Task A.l including milestone targets for community meetings, field inventories,
community walkabouts, and community ride-a-longs. This outreach plan schedule will be maintained
by the CONSlJ"LT ANT and updated regularly.
Task A.5 Project Management
Throughout the planning process, CONSULTANT will be in regular contact with CITY to keep
CITY staff apprised of the project effort and to seek input at key decision points. CONSULT ANT
will set up regular check-in meetings on a bi-weekly basis. CONSULTANT will prepare meeting
minutes covering the discussion items. With each monthly invoice, Alta's project manager will
provide a progress report that summarizes. task budget expended, estimated percent of task
completion, and a 30 day "look ahead" of upcoming project milestones.
CONSULT ANT will employ a two-tier quality control system for all major deliverables that includes
(1) peer review, and (2) independent review by principals. Advanced design concepts and cost
estimates will be reviewed by a licensed traffic engineer before distribution to CITY, with complex
engineering challenges receiving multiple reviews by specialists.
Task A Deliverables
• Project Team Meeting #1: Project Kick-off agenda and notes
• Data Needs Memorandum & Data Collection
• Study Base Maps
• Preliminary Public Outreach Plan
13
Professional Services
.Rev. Nov. 1,2011
B. ONGOING COMMUNITY ~l> STAKEHOLDER OUTREACH
Task B.l Staff/Project Site Assessments
Distinct from the project kick-off meeting, CONSULT Mrr and CITY will organize and participate
in a bicycle ride-a-long of each of the project corridors with select community members to help in
early identification of potential areas of concern for each project (up to 5 ride-a-longs total). CITY
will identify the appropriate ride-a-long participants but the CONSULT ANT shall develop outreach
materials including flyers.
Task B.2 Develop Initial/Ongoing Outreach Materials
CONSULT ANT shall develop a suite of initial outreach materials for each project .for review and
approval by CITY, including:
• Project Website Web Content including project descriptions, project maps, and scheduling
details. As meetings or milestones are reached, the CONSULTANT shall be responsible for
updating this data and providing it to CITY for placement on CITY websites.
• Project Information and Event Fliers/Posters: Template documents specific to each project
corridor that can be easily modified to project events and released to the public.
• Best Practices Presentation: An education slideshow that can be provided on the Palo Alto
Bicycle Boulevard projects website and used at corrununity meetings to educate the public
regarding base practice treatments that may be appropriate for use in the CITY.
• Initial Community Workshop Boards/Presentations/Base Maps
CITY will utilize other consultants working on similar projects to develop a web-based community
outreach tool using ArcGIS for Server. CITY shall collect infonnation from the web-based tool and
forward raw content data to the CONSULT ANT for processing, formatting, and evaluation. Using a
common platform for all Bicycle Boulevard projects within the community will ensure a consistent
method in which the community can provide input to projects online.
Task B.3 Technical Advisory Committee
CONSULT ANT shall be required to participate in monthly Technical Advisory Committee (T AC)
meetings comprised of various representative of CITY. The TAC will be attendant by consultants
working on other projects in CITY and will serve as a forum to CONSULT ANT to receive
preliminary feedback on presentation materials and design concepts. CITY will organize the T AC
separately and notify the CONSULTA."NT of meeting recurrences. The TAC may include
representatives from the Palo Alto Bicycle Advisory Committee (P ABAC), CITY -School Traffic
Safety Committee Partnership, Planning & Transportation Commission (PTC), CITY Council, and
private sector interests.
CITY anticipates up to 15 TAC meetings through the life of this project. The CONSULT ANT shall
attend each TAC meeting.
Task B.4 Initial Community Outreach Meeting
CONSULT ANT will host an initial conummity outreach meeting to gather input and feedback from
community members about the project (up to 5 community outreach meetings total). The
CONSULT fu'IT will present educational materials on bicycle boulevards and enhanced bikeway
14
Professional Semces
Rev. Nov. 1, 201 1
measures that may be appropriate for each proposed project. Community outreach meetings shall be
scheduled after CONSULTANT completes basic data collection and mapping for each proposed
project corridor, including intersection traffic control and existing traffic calming features.
CONSULT ANT will develop all presentation materials, lead the community outreach process, and
serve as. note· taker. The community. outreach meeting will serve as an opportunity for the
CONSULT ANT to solicit public interest in the project and to help better understand and document
areas of concern., identify additional areas of focused traffic data collection and design strategies.
CITY will identify meeting locations and procure meeting space and advertise the community
outreach materials developed by the CONSULT ANT.
Task B.S Walking/Biking Tours
CONSULTANT shall participate in at least one citywide walking or biking tour of each project site
to help educate community members regarding the proposed projects, solicit additional community
input to help develop concept plan line concepts, and validate design assumptions (up to 5 walking
or biking tours total). The CONSULTANT shall develop marketing materials for each event and
CITY will advertise them.
C. CONCEPT PLAN LINE DEVELOPMENT
Task C.l Concept Plan Line Development
Following the initial community outreach meetings, CONSULTANT will collect all remaining
traffic data for the project and use the traffic data to prepare up to three (3) concept plan line options
that respond to the community's input and address the fundamentals of bicycle boulevard or
enhanced bikeway design.
The concept plan line options will be prepared at a schematic design level suitable for future
development of35· percent design plans, but formatted in a way that can be easily understood by the
public. The concept plan line options will show proposed civil engineering improvements, pavement
markings, signage, and other traffic control treatments. Based on the traffic data collected, the
CONSULT ANT will estimate the range of potential future usage of each facility.
CONSULT ANT will also present the concept plan line options at regularly scheduled TAC meetings
for additional input.
Task C.2 -Community Outreach Meetings and Bicycling Audits
For each proposed project, CONSULT ANT will conduct two (2) community/stakeholder outreach
meetings to present the concept plan line options (up to 10 community outreach meetings total).
Additionally, CONSULTANT will participate in one bicycling audit of the project corridor for select
residents identified by CITY staff {Task B.S). Feedback from the community outreach meetings and
bicycling audit will be used to refme a community-preferred concept plan line alternative for the
project.
In an effort to streamline the community outreach process, CONSULTANT may be asked, to
participate in consolidated outreach efforts that target multiple residential neighborhood groups of
the community in lieu of separate outreach meetings, and/or may be asked to participate in the
regularly scheduled meetings of residential neighborhood groups
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Professional Services
Rev. Nov. I, 20 11
Task C.3 -Project Proposal Memorandum
CONSULT ANT will develop up to two (2) community-preferred concept plan lines based on input
received through the community outreach meetings. The flrst community-preferred concept plan
lines may be a near-term plan that allows for immediately implementation of the project through
minor signage & striping changes along with minor traffic control changes such as Stop-control
removals with minor traffic calming mitigation.. The second community-preferred concept plan line
may provide long-term improvement options such as woonerf improvements, grade-separate
cycletrack facilities, sidewalk widening or intersection bulb-outs, etc.
The CONSULTANT will prepare a Project Proposal Memorandum that describes the project's
proposed improvements, environmental tradeoff's, impacts, preliminary construction costs, and
preliminary mitigation for environmental assessment. The Project Proposal Memorandum should
include a SUll".mary of community outreach and input. The memorandum will be used in staff reports
update the Plannir..g & Transportation Commission. Palo Alto Bicycle Advisory Committee, and
CITY Council on how the project was developed.· The memcrandum will also be posted on the
project website.
Task C.4-Presentation of Community Preferred Plan Line Concept
CONSULTANT will present the community-preferred concept plan line to the Palo Alto Bicycle
Advisory Committee, Planning & Transportation Commission (PTC), and CTIY Council along with
supporting traffic data findings and cost estimates.
D. ENVIRONMENTAL ANALYSIS STUDY
Task D.l-California Environmental Quality Act (CEQA) Documentation
The CONSULT ANT's Environmental Team Member will provide input to the team on the tradeoffs
between the various alternatives that are developed and the implications of the alternatives for the
schedule and extent of environmental review. These findings shall be documented within the Project
Proposal Memorandum.
Assuming Categorical Exemption findings are appropriate for each individual project, the
CONSULT ANT shall prepare the appropriate environmental documents for review and approval by
CITY. The CONSULTANT should assume a minimum traffic report that studies potential Stop
control removals and discussions regarding the operations of the bicycle boulevard. The tra:flic study
should also be able to account for minor traffic calming measures such as traffic hump installations
or other minor roadway deflection tools. If any project includes elements that require additional
environmental reports necessary to satisfy factors CEQA, the CONSULT ANT should identify those
additional studies for inclusion in future phases of the project (i.e., traffic studies analyze roadway
closures or rerouting of traffic onto other streets because of select or approach closures. These more
significant environmental assessment studies will be completed in the future PS&E stages of the
project.
Based. on the information available at this time, CITY anticipates that the proposed Bicycle
Boulevard and Enhanced Bikeway Facilities will qualify for a Class 4(h) Categorical Exemption, per
CEQA Guidelines Section 15304(h). The CONSULTANT will be responsible for preparing and
filing the CEQA Notice of Exemption at the conclusion of this phase of work.
16
Pro!essiona: Services
Rev. Nov. 1, 2011
Task D.2 -Community Outreach Meeting
CONSULT ANT will attend a community meeting to provide background information about the
environmental review process and answer questions from the public. CITY anticipates this meeting
be either a Planning & Transportation Commission meeting or a CITY Council meeting to take
advantage of other project meetings.
E. PLANS SPECIFICATIONS, AND ESTIMATES (PS&E)
Upon approval of the community-preferred concept plan line by CITY and CONSULTANT will
begin negotiations for the next phase of the projects including Plans, Specifications, and Estimates
(PS&E). CITY Council authorization for award of additional contracts will be required prior to the
start of additional tasks. CITY anticipate direct negotiations with the CONSULTANT for PS&E for
the projects identified in this contract pending the successful completion of the Planning &
Environmental phases discussed in this Agreement.
E. ADDITIONAL SERVICES
The CONSULTANT shall be available to provide Additional Services to CITY including, but not
limited to:
• Grant Writing
• Focused Traffic or Parking Studies to satisfy CEQA
• Design Contingency
CITY and CONSULT ANT shall discuss each Additional Task in writing and identify a cost for each
service prior to commencement of work.
17
Professional Services
Rev. Nov. 1,2011
EXIllBIT "B"
SCHEDl~EOFPERFO&~CE
CONSULT M"Pf shall perform the Sexvices so as to complete each milestone within the number
of days/weeks/months specified below. The time to complete each milestone may be increased
or decreased by mutual written agreement of the project managers for CONSULT ANT and CITY
so long as all work is completed within the term of the Agreement.
Milestones
1. Kick Off Meeting
2. Baseline Maps
3. Community Outreach
4. Technical Advisory Committee
5. Conceptual Plan lines
18
Completion
No. of Days!W eeks!M:onths
FromNTP
30 Days
90 Days
12 Months
18 Months
12 Months
Professional Services
Rev. Nov. I, 2011
EXJDBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services perfonned in
accordance with the tenns and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed
$350,000.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. ln the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $400,000.00. Any work perfonned or expenses
incurred for which payment would result in .a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULT ANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY's Project Manager may approve in writing the transfer ofbudget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $350,000.00 and the total
compensation for Additional Services does not exceed $400,000.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Taskl
(Project Initiation & Management)
Task2
(Ongoing Communication &
Stakeholders Outreach)
Task3
(Concept Plan Line Development)
Task4
(Environmental Analysis)
TaskS
(Data Collection Counts)
$87,115.00
$55,149.00
$111,895.00
$47,855.00
·$45,000.00
Sub-total Basic Services $347,014.00
Reimbursable Expenses $2,986.00
Total Basic Services and Reimbursable expenses $350,000.00
13
Professional Services
Rev. Nov. I, 2011
Additional Services (Not to Exceed) $50,000.00
Maximum Total Compensation $400,000.00
RE~URSABLEEXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopyi.11g, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULT AlW for the foHowing reimbursable expenses at cost Expenses for
which CONSULT ANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area; including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $2,986.00 shall be approved in advance by 1he
CITY's project manager.
ADDITIONAL SERVICES
The CONSULT ANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by
the CITY's Project Manager and CONSULTANT prior to commencement of the services.
Payment for additional services is subject to aU requirements and restrictions in this
Agreement
14
Professional Services
Rev. Nov. I, 2011
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EXHIBIT "C-1"
HOURLY RATE SCHEDULE
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Do Not exct-ed Corrt'J'ad: Tatal $toa,.OOO
l3
Professional Services
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EXHIBIT "D"
INSURANCE REQUIRE"MENTS
CONTRACTORSTOTHECITYOFPALOALTO(CITY),ATTHEnlSOLEEXPENSE,SHAiLFOR1HETERMOF11lECON1RACfOBTAIN
AND MAINT AlN INSURANCE 'IN niE AMOUNTS FOR THE COVERAGE SPEC:lFIED BELOW, AFFORDED BY COMPANIES WITH AM
BEST'S DY RATING OF A-:Vll, OR mGHER. LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN TAl:
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE Willi CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW:
MINIMUM LIMITS
REQUIRED I TYPE OF COVERAGE I REQUIREMENT !tACH
'YES
YES
YES
I
YES
YES
I YES
I
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STA'IVTORY I EMPLOYER'S llABlllTY STATUTORY i \
BODILY INnJRY I $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAW.AGE S!,OOO,OOO $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTIJAL, AND FlRE LEGAL BODILY iNJURY & PROPE..ItTY DAMAGE $1,000,000 $1,000,000
UABllli'Y COM»INPD.
BODILY INnJRY $1,000,000 $1,000,000 -EACH PERSON SI,OO!l,OOO $1,000,000
-EACH OCCURRENCE Sl,OOO,OGO $1,000,000
AUTOMOBILE LlABn.ITY,lNCUJDING
ALL OWNED, HIRED, NON-QWNED PROPERTY DAMAGE $1,000,000 i $1,000,000
BODD..Y INJURY AND PROPERTY SI,OCO,OOO $1,000,000
DAMAGE, COMBINED I
PROFESSIONAL UABILITY, INCWDJNG,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPUCABLE),
AND NEGLIGENT PERFORMANCE AlL DAMAGES $1,000,000
THE CI1Y OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR. AT ITS SOLE COST AND EXPENSE,
SHAILOBTAJN AND MAINTAIN, IN FULL FORCE AND EFFEcrTHROUGHOtJflliE ENTJRBTERMOF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE "HEREIN DESCRIBED, INSURING NOTONL¥ CONTRAcrOR AND ITS SUBCONSULTANTS, IF ANY, Btlf
ALSO, WITH THE EXCEPTION OF WORKERS' COMI'BNSATJON, EMPLOYER'S UABD.JTY AND PROFESSIONAL INSURANCE, NAMING
AS ADDlTIONAL INSUREDS CITY, ITS COUNCR.MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVlSTON FOR A WRIITEN nriRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL UABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREE:MHNT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRJ OR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
IlL I!NDORSEMENT PROVISlONS, WllH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARiSING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY TillS POLICY lS PRIMARY AND IS NOT ADDffiONAL TO OR CONTR.IBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF 1HE ADDffiONAL INSUREDS.
18
Professional Services
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S:\ASD\PURCH\SOUCITATIONS\CURRENT BUYER-CM FOLDERS\PLANNING -CHRlS\CONTRACTS\A!ta Planoing\CI4151917 Bicycle
Boulevzrds\C 14151917 Ccmtract Alta B icyele Boulevards .doc
I
B. .CROSS LIABILITY
1HE NAMD'IG OF MORE THAN ONE PERSON, PIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHAlL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF 1HE INSURED AGAINST ANOTHER, BUT TillS
ENDORSEMENT, AND Tirn NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE TiiE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POIJCY.
C. NOTICE OF CANCELLATION
l. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
1HANTiiENON-PAYMENT OF PREMIUM, Tim ISSUING COMPANY SHAILPROVIDECI1Y
AT LEAST A THIR1Y (30) DAY WRITI'EN NOTICE BEFORE llfE EFFECTIVE DATE OF
CANCElLATION.
l. lF1liEPOLICYISCANCELEDBEFOREJTSEXPIRATIONDATEFORTIIENON-PAYMENT
OF PREMIUM, THEISSUINGCOMPANYSHALLPROVIDECTIY ATLEAST ATEN(lO)DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALOALTO,CA 94303
19
Professional Services
RevNov. 1,2011
S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-eM FOWERS\PLANNING-CHRIS\CONTRACTSWta Planning\CI41S1917 Bicycle
Boulcv!II'ds\C14151917 Contract Alta Bicycle Boulevards .doc
ATTACHMENT B
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Three Hundred Ninety
Thousand Six Hundred Eighty Five Dollars ($390,685.00). In the event Additional Services are
authorized, the total compensation for services and reimbursable expenses shall not exceed Four
Hundred Fifty Thousand Dollars ($450,000.00). The applicable rates and schedule of payment are set
out in Exhibit "C-1 ",entitled "HOURLY RATE SCHEDULE,"which is attached to and made a part
of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-1 ").If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULT ANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULT ANT under this agreement shall meet the
professional standard and quality th-atpl"evali among-professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itselfinformed of and
in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement~ CONSULTANT shall procure ail permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design
2
Professional Services
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documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULT ANT are material considerations for this Agreement. CONSULT ANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULT ANT's obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section II above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
NV5
2025 Gateway Place, # 156,
San Jose, CA. 95110
( 408) 392-7200
David J. Powers & Associates
1871 The Alameda, Suite 200
San Jose, CA. 95126
( 408) 248-3500
Callander Associates
300 South First Street, Ste. 232
San Jose, CA. 95113
(408) 275-0565
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
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Rev. Nov. l, 2011
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANTwillassignMattHaynesasthe
Principal in Charge to have supervisory responsibility for the performance, progress, and execution
of the Services and Charlie Alexander as the project manager to represent CONSULT ANT during
the day-to-day work on the Project. If circumstances cause the substitution of the project director,
project coordinator, or any other key personnel for any reason, the appointment of a substitute project
director and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly
remove personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to
the safety of persons or property.
The City's project manager is Jaime Rodrigues, Planning & Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2136.
The project manager will be CONSULTANT's point of contact with respect to performance,
progress and execution of the Services. The CITY may designate an alternate project manager from
time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use except that any pre
existing works created by CONSULTANT outside of the services for CITY but utilized in
connection with such services (Pre-existing works) shall continue to be owned by CONSULT ANT.
CONSULTANT shall not be liable for modifications to documents which are made with
CONSULTANT'S advice after delivery of such documents to CITY nor be liable for their use by
CITY in projects other than the Project. CONSULTANT agrees that all copyrights which arise from
creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT
waives and relinquishes all claims to copyright or other intellectual property rights in favor of the
CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials
available to any individual or organization without the prior written approval ofthe City Manager or
designee. CONSULTANT makes no representation ofthe suitability of the work product for use in
or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULT ANT will permit CITY to audit, at any reasonable time during
the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to
matters covered by this Agreement. CONSULT ANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination ofthis Agreement.
SF.CTION 16. INfiF.MNITV 16.1. To the fullest extent permitted by law, CONSULTANT sha!l
protect, indemnifY, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or
4
Professional Services
Rev. Nov. l, 2011
willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULT ANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, 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.
SECTION 18. INSURANCE.
18.1. CONSULT ANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:Vll or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
________ c<l"8~.3.._. Certificl!Jl:S ~videncing such insurance shall_be filed with CITY concurrently _____ _
with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
5
Professional Services
Rev. Nov. I, 2011
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (I 0) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19 .2. CONSULT ANT may terminate this Agreement 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.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other
data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to
CONSULT ANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., I 0 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or terminated on account of a default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's
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 his/her discretion. -The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box i 0250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
6
Professional Services
Rev. Nov. I, 2011
To CONSULTANT: Attention of the project director
at the address of CONSULT ANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULT ANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may l:ieamenoeoTrom tiine to time. CONSULTANT shall--complywi!Fi-w-as--;te._ __ _
reduction, reuse, recycling and disposal requirements ofthe City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials. shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
7
Professional Services
Rev. Nov. 1, 2011
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verity that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will tenninate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at anytime within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, tenn, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25 .!. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be_atlle_nded only by a written instrument, which is_sil,lne<)b)'t!Ie ]Jar(ies. ____ _
25.5. The covenants, tenns, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in fbll force and effect
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part ofthis Agreement.
8
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25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about
a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
ofthe Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.10 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
9
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Professional Services
Rev. Nov. I, 2011
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-1 ":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
10
Professional Services
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Introduction
EXHIBIT "A"
SCOPE OF SERVICES
CITY shall contract with CONSULTANT to provide planning, community outreach, conceptual design, and
preliminary environmental assessment for the following projects, as specified by Request for Proposal (RFP)
No. 151917-Palo Alto Bicycle Boulevards:
• Barron Park Neighborhood Class III Bicycle Facilities
• Bryant Street Bicycle Boulevard Extension (E Meadow Drive to San Antonio Road)
• Maclane Street-Wilkie Way-Millar Avenue-Del Media Avenue Bicycle Boulevard (Park Boulevard to
San Antonio Road)
• Park Boulevard Bicycle Boulevard (Castilleja Avenue toW Charleston Road)
• Stanford Avenue Bicycle Boulevard (El Camino Real to Park Boulevard)
A. Kick Off Meeting/Baseline Data/Community Outreach Plan
Task A.l Kick Off Meeting with City Staff
CONSULTANT will fucilitate a kick-off meeting with CITY staff to discuss each respective project's
background, deliverables, and anticipated timelines. A key outcome of this meeting will be the community
outreach meetings' dates, times, locations, and agendas.
Task A.2 Obtain Baseline Data
Prior to the kick-off meeting the CONSULTANT shall prepare a Draft Needs Assessment memorandum that
identiftes what available data the CONSULTANT has to begin each project and identifY what CITY -furnished
resources are required. The City shall make available GIS-based data including right-of-way interest, CITY
maintained utilities, parcel/subdivision maps, and current traffic data information from its 2013 Traffix
Existing Conditions files.
As part of the Needs Assessment memorandum the CONSULTANT will identifY recommended locations
where additional video-based counts to collect bicycle/pedestrian data, mechanical tube counters to collect
vehicle speed/occupancy data, manual turning movement counts for Level of Service calculations, and Parking
Studies for project impact assessment should be collected. Traffic data collection will be conducted by the
CONSULTANT upon approval by CITY as described in Task C.!.
. _c:;ITY and p~rl!l<Of_age11cies will assist the CONSULTANT team in obtaining record drawings, right,of way and
parcel maps, records of survey, parcel and subdivision maps, available utility maps, utility plans, assessor's
maps, and any available survey information in ArcGIS or AutoCAD format.
Task A.3 Prepare Study Base Maps
Based on the available data from Task A.2, CONSULTANT shall prepare study base maps with aerial
background to help guide in the development of concept plan lines for presentation to the community. The
CONSULTANT shall budget 160 hours of surveying time to prepare basemaps that identifY existing curb
limits, face-of-curb, back-of-walk, park strip limits, visible utilities, streetlights, standard highway signs, and
reft:nmct: monuments. The study basemaps should be available ln CAD format (.DViG) and scaied to formai
suitable for both planning and preliminary engineering concepts (e.g., I"= 20'). To assist in the development
of the study base maps the CONSULTANT shall conduct a field inventory of each project corridor
photographing and noting field conditions that may impact design concepts for each project. CONSULTANT
shall use available aerial imagery for the study base maps.
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Professional Services
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At locations where major civil improvements may be anticipated, such as new traffic signals, traffic circles, or
intersection reconfigurations, the study base maps should include cross-streets at these locations up to 250-FT
per approach of each side street to assist CONSULT ANT in developing proper concept plan line renderings for
review by the community.
Task A.4 Finalize Public Outreach Plan
CONSULTANT shall prepare a detailed project schedule outlining the agreed upon public outreach plan from
Task A.l including milestone targets for community meetings, field inventories, community walkabouts,
community ride-a-longs. This outreach plan schedule will be maintained by the CONSUL TANTand updated
regularly.
Task A.5 Project Management
Throughout the planning process, CONSULTANT will be in regular contact with CITY to keep CITY staff
apprised of the project effort and to seek input at key decision points. CONSULTANT will attend monthly
Technical Advisory Committee meetings (Task B.3) on a monthly basis and will check-in with CITY staff on a
bi-weekly basis in-person or via conference call. CONSULTANT shall prepare meeting minutes covering the
discussion items. With each monthly invoice, CONSULTANT'S project manager will provide a progress
report that summarizes task budget expended, estimated percent of task completion, and a 30 day "look ahead"
of upcoming project milestones.
CONSULTANT will employ a two-tier quality control system for all major deliverables that includes (I) peer
review, and (2) independent review by principals. Advanced design concepts and cost estimates will be
reviewed by a licensed civil or traffic engineer before distribution to CITY, with complex engineering
challenges receiving multiple reviews by specialists.
Task A Deliverables
• Project Team Meeting #l: Project Kick-offagenda and notes
• Data Needs Memorandum
• Study Base Maps
• Preliminary Public Outreach Plan
B. ONGOING COMMUNITY AND STAKEHOLDER OUTREACH
Task B.l Staff/Project Site Assessments
Distinct from the project kick-off meeting, CONSULTANT and CITY will organize and participate in a
bicycle ride-a-long of each of the project corridors with select community members to help in early
--identification-ofpotential areas of concern for each project (up to 5 ride-a" longs total).-CITY will identifY the
appropriate ride-a-long participants but the CONSULT ANT shall develop outreach materials including flyers.
Task B.2 Develop Initial Outreach Materials
CONSULTANT shall develop a suite of initial outreach materials for each project for review and approval by
CITY, including:
• Project Website Web Content: including project descriptions, project maps, and scheduling details.
As meetings or milestones are reached:; the CONS I IT TA NT ~hall be responsible for updating this data
and providing it to CITY for placement on CITY websites.
• Project Information and Event Fliers/Posters: Template documents specific to each project corridor
that can be easily modified to project events and released to the public.
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Professional Services
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• Best Practices Presentation: An education slideshow that can be provided on the Palo Alto Bicycle
Boulevard projects website and used at community meetings to educate the public regarding base
practice treatments that may be appropriate for use in CITY.
• Initial Community Workshop Boards/Presentations
Workshop boards will take advantage of Study Base Maps developed in Task A.
Task B.3 Technical Advisory Committee
CONSULTANT shall be required to participate in monthly Technical Advisory Committee (TAC) meetings
comprised of various representative of CITY. The TAC will be attendant by consultants working on other
projects in CITY and will serve as a forum to CONSULTANT to receive preliminary feedback on presentation
materials and design concepts. CITY will organize the TAC separately and notif'y the CONSULTANT of
meeting recurrences. The TAC may include representatives from the Palo Alto Bicycle Advisory Committee
(PABAC), CITY-School Traffic Safety Committee Partnership, Planning & Transportation Commission
(PTC), CITY Council, and private sector interests.
CITY anticipates up to 15 TAC meetings through the life ofthis project. The CONSULTANT shall attend
each TAC meeting.
Task B.4 Initial Community Outreach Meeting
For each proposed project, CONSULTANT will host an initial community outreach meeting to gather input
and feedback from community members about the project (up to 5 community outreach meetings total). The
CONSULTANT will present educational materials on bicycle boulevards and enhanced bikeway measures that
may be appropriate for each proposed project. Prior to the community outreach meetings, CONSULTANT will
complete basic data collection and mapping for each proposed project corridor, including intersection traffic
control and existing traffic calming features.
CONSULTANT will develop all presentation materials, lead the community outreach process, and serve as
note-taker. The community outreach meeting will serve as an opportunity for the CONSULTANT to solicit
public interest in the project and to help better understand and document areas of concern, identif'y additional
areas offocused traffic data collection and design strategies. CITY will identif'y meeting locations and procure
meeting space and advertise the community outreach materials developed by the CONSULTANT.
The CONSULTANT will develop content for each project website and update the site monthly or following
any community outreach meetings.
_Task-B.5 Walking/Biking Tours
CONSULTANT shall participate in at least one citywide walking or biking tour of each project site to help
educate community members regarding the proposed projects, solicit additional community input to help
develop concept plan line concepts, and validate design assumptions (up to 5 walking or biking tours total).
The CONSULTANT shall develop marketing materials for each event and the CITY will advertise them.
Task B.6 ArcGIS for Server Outreach Tool
CONSULTANT will develop a web-based community outreach tool using ArcGlS for Server. The tool will
feature an interactive GIS-based aerial map of the five (5) project corridors and up to ten (10) additional project
corridors where similar bicycle boulevard work is being completed in CITY but by difterent consultants.
Using the tool, community members will identif'y common issues and suggested improvements. The tool will
be hosted on each project website developed and maintained by the CONSULTANT. Additional project
corridors web sites will be maintained separately but the ArcGIS for Server tool will be maintained by the
CONSULTANT for all projects in CITY.
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CONSULT ANT will be responsible for analyzing and summarizing data collected using the web-based
community outreach tool for its five (5) project corridors. For project being developed by other consultants,
the CONSULTANT will only be responsible for providing the raw data collected from the tool but also
provide technical assistance if needed in initial format of the data.
C. CONCEPT PLAN LINE DEVELOPMENT
Task C.l-Concept Plan Line Development
Following the initial community outreach meetings, CONSULT ANT will collect all remaining traffic data for
the project and use the traffic data and prepare up to three (3) concept plan line options that respond to the
community's input and address the fundamentals of bicycle boulevard or enhanced bikeway design. Following
the initial community outreach meetings, data collection locations will be finalized from Task A.2 but traffic
data collection may include:
• Seven days of vehicle speed and classification hose counts along each project route (up to 15
locations)
• Seven days of bicyclist/pedestrian counts using video including information on directionality; for each
project, one count will include approximate information regarding bicyclist type (age, gender, hehnet
use)-(up to 15 locations)
• Where appropriate, intersection peak hour turning movement counts (up to 16 total)
The concept plan line options will be prepared at a schematic design level suitable for future development of
35 percent design plans, but formatted in a way that can be easily understood by the public. The concept plan
line options will show proposed civil engineering improvements, pavement markings, signage, and other traffic
control treatments. Based on the traffic data collection, the CONSULTANT will estimate the range of
potential future usage of each facility.
CONSULTANT will also present the concept plan line options at regularly scheduled TAC meetings for
additional input.
Task C.2-Community Outreach Meetings and Bicycling Audits
For each proposed project, CONSULTANT will host two community outreach meetings to present the concept
plan line options (up to 10 community outreach meetings total). Per Task B.5, CONSULTANT will also
participate in one bicycling audit of the project corridor for select residents identified by CITY staff. Feedback
from the community outreach meetings and bicycling audit will be used to refine a community-preferred
concept plan line alternative for the project. CONSULTANT may be asked to participate in the regularly
scheduled meetings of residential neighborhood groups, in lieu of separate outreach meetings.
-In aneffort~tostrearnline the community outreach process, CONSULTANT may be asked to participate in
consolidated outreach efforts that target multiple residential neighborhood groups of the community.
Task C.3-Project Proposal Memorandum
CONSULT ANT will develop up to two (2) community-preferred concept plan lines based on input received
through the community outreach meetings. The first community-preferred concept plan lines may be a near
term plan that allows for immediately implementation of the project through minor signage & striping changes
along with minor traffic control changes such as stop-control removals with minor traffic calming mitigation.
The second community-preferred concept plan line may provide long-term improvement options such as
woonerf improvements, grade-separate cycletrack facilities, sidewalk widening or intersection bulb-outs, etc.
The CONSULTANT will prepare a Project Proposal Memorandum that describes the project's proposed
improvements, environmental tradeoffs, preliminary impacts, preliminary construction costs, and preliminary
mitigation for environmental assessment. The Project Proposal Memorandum should include a summary of
community outreach and input. The memorandum will be used in staff reports update the Planning &
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Transportation Commission, Palo Alto Bicycle Advisory Committee, and CITY Council on how the project
was developed. The memorandum will also be posted on the project website.
Task C.4-Presentation of Community Preferred Plan Line Concept
CONSULTANT will present the community-preferred concept plan line to the Palo Alto Bicycle Advisory
Committee, Planning & Transportation Commission (PTC), and CITY Council along with supporting traffic
data findings and cost estimates.
D. ENVIRONMENTAL ANALYSIS STUDY
Task D.l-California Environmental Quality Act (CEQA) Documentation
The CONSULTANT's Environmental Team Member will provide input to the team on the tradeoffs between
the various alternatives that are developed and the implications of the alternatives for the schedule and extent
of environmental review. These findings shall be documented within the Project Proposal Memorandum.
Assuming Categorical Exemption findings are appropriate for each individual project, the CONSULTANT
shall prepare the appropriate environmental documents for review and approval by CITY. The
CONSULTANT should assume a minimum traffic report that studies potential stop-control removals and
discussions regarding the operations of the bicycle boulevard. The traffic study should also be able to account
for minor traffic calming measures such as traffic hump installations or other minor roadway deflection tools.
If any project includes elements that require additional environmental reports necessary to satisfY factors
CEQA, the CONSULTANT should identity those additional studies for inclusion in future phases of the
project (i.e., traffic studies analyze roadway closures or rerouting of traffic onto other streets because of select
or approach closures. These more significant environmental assessment studies will be completed in the future
PS&E stages of the project.
Based on the information available at this time, CITY anticipates that the proposed Bicycle Boulevard and
Enhanced Bikeway Facilities will qualifY for a Class 4(h) Categorical Exemption, per CEQA Guidelines
Section 15304(h). The CONSULTANT will be responsible for preparing and filing the CEQA Notice of
Exemption at the conclusion of this phase of work.
Task D.2-Community Outreach Meeting
CONSULT ANT will attend a community meeting to provide background information about the environmental
review process and answer questions from the public, as needed. CITY anticipates this meeting be either a
Planning & Transportation Commission meeting or a CITY Council meeting to take advantage of other project
meetings.
E. PLANS SPECIFICATIONS, AND ESTIMATES (PS&E)
Upon approval of the community-preferred concept plan line by CITY and CONSULTANT will begin
negotiations for the next phase of the projects including Plans, Specifications, and Estimates (PS&E). CITY
Council authorization for award of additional contracts will be required prior to the start of additional tasks.
CITY anticipate direct negotiations with the CONSULTANT for PS&E for the projects identified in this
contract pending the successful completion of the Planning & Environmental phases discussed in this
Agreement.
E. ADDITIONAL SERVICES
The CONSULTANT shall be available to provide Additional Services to CITY including, but not limited to:
• Grant Writing
• Additional Community Outreach Meeting
• Focused Traffic or Parking Studies to satisfY CEQA
• Graphics Development
CITY and CONSULTANT shall discuss each Additional Task in writing and identity a cost for each service
prior to commencement of work.
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Rev. Nov. 1, 2011
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement.
Milestones
I. Kick Off Meeting
2. Baseline Maps
3. Community Outreach
4. Technical Advisory Committee
5. Conceptual Plan lines
16
Completion
No. of Days/Weeks/Months
From NTP
30 Days
90 Days
12Months
18 Months
12 Months
Professional Services
Rev. Nov. 1, 2011
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-I up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed
$390,685.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $450,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY's Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $390,685.00 and the total
compensation for Additional Services does not exceed $450,000.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task I $64,890.00
(Kick Off Meeting Community Outreach)
Task2 $117,420.00
(Ongoing Community & Stakeholder Outreach)
Task 3 $180,400.00
(Concept Plan Line Development)
Task4 $27,975.00
(Environmental Analysis Study)
Task 5 TBD
(Plans, Specifications & Estimates)
Sub-total Basic Services $390,685.00
Reimbursable Expenses $0.00
Total Basic Services and Reimbursable expenses $390,685.00
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Rev. Nov. I, 2011
Additional Services (Not to Exceed) $59,315.00
Maximum Total Compensation $450,000.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City ofPalo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $0.00 shall be approved in advance by the CITY's
project manager.
ADDITIONAL SERVICES
The CONSULT ANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by
the CITY's Project Manager and CONSULTANT prior to commencement of the services.
Payment for additional services is subject to all requirements and restrictions in this
Agreement
18
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Rev. Nov. 1, 2011
1 o , 0
I o 1 o
I o o
I o 1 o
I ' 1 o
I ' I 0
I • I o
I• I. ,,
I • 1 o "
I ' I o
1£
EXHffiiT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITHAM
BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S UABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERlY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000
-EACH PERSON $1,000,000 $1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $!,000,000
BODll. Y INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
.
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT
ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABIIIfY AND PROFESSIONAL INSURANCE, NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN TillRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $100,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
Ill. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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RevNov.1,2011
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
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RevNov.1,20ll
ATTACHMENT C
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Two Hundred Forty Nine
Thousand Forty Dollars ($249,040.00). In the event Additional Services are authorized, the total
compensation for services and reimbursable expenses shall not exceed Two Hundred Seventy Five
Thousand Dollars ($275,000.00).The applicable rates and schedule of payment are set out in Exhibit
"C-1 ", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this
Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULT ANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-1 ").If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULT ANT's payment requests shall be subject to verification by CITY. CONSULT ANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULT ANT or under CONSULTANT's supervision. CONSULT ANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULT ANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the san1e or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with aU federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
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notice to CONSULTANT. IfCONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULT ANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY's stated construction budget, CONSULT ANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULT ANT, and any person employed by or contracted with
CONSULT ANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULT ANT are material considerations for this Agreement. CONSULT ANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULT ANT's obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
Alta Planning+ Design
2560 9th Street, Suite 212
Berkeley, Ca. 94710
(51 0)540-5008
Circlepoint
1814 Franklin Street, Ste. 1000
Oakland, Ca. 94612
(51 0)285-6700
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULT ANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULT ANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign JeffSetera as the
Principal-in-Charge to have supervisory responsibility for the performance, progress, and execution
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of the Services and Ron Sanzo as the Project Manager to represent CONSULTANT during the day
to-day work on the Project. If circumstances cause the substitution of the project director, project
coordinator, or any other key personnel for any reason, the appointment of a substitute project
director and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY's project manager. CONSULT ANT, at CITY's request, shall promptly
remove personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to
the safety of persons or property.
The City's project manager is Jaime Rodriguez, Planning & Community Environmental Department,
Planning Transportation Division, 245 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650)
329-2136, e-mail; Jaime.rodriguez@cityofpaloalto.org. The project manager will be
CONSULTANT's point of contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation ofthe work pursuant to this Agreement shall be vested
in CITY, and CONSULT ANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULT ANT will permit CITY to audit, at any reasonable time during
the term of this Agreement and for three (3) years thereafter, CONSULT ANT's records pertaining to
matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
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the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or ofthe 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 ofthe same or of any other tenn, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-: VII or higher which are licensed or authorized to
transact insurance business in the State ofCalifomia. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to
CONSULT ANT, CONSULT ANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULT ANT1S liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19 .1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (1 0) days prior written
notice thereof to CONSULT ANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
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19.2. CONSULTANT may terminate this Agreement 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.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other
data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to
CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or terminated on account of a default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULT ANT's
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 his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 1 0250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULT ANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULT ANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
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it will not employ subconsultants, contractors or persons having such an interest. CONSULT ANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Govenunent Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Commission, CONSULT ANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.51 0, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Envirorunentally PrefetTed
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULT ANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 3 0% or greater post -consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Envirorunental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will tenninate without any penalty (a)
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at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULT ANT, City shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about
a California resident ("Personal Information"), CONSULT ANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
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25.10 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed :in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO SANDIS CIVIL ENGINEERS
SURVEY SPLANNERS
City Manager
APPROVED AS TO FORM: ~1&1 fk. ~~, p,[ 4
Title: Vll4 f Mb ~ t ~1\t '{:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-1 ":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
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EXHIBIT "A"
SCOPE OF SERVICES
CONSULT ANT shall provide services for the development of the Churchill Avenue Corridor Improvements.
The project includes the following elements:
1. Plan Line Concepts and PEER/Encroachment Permit: CONSULTANT to detennine the community
preferred alignment and improvements along the corridor and to coordinate closely with Cal trans and
CITY for development of innovative intersection treatments at the El Camino Real & Churchill
A venue intersection. At the El Camino Real & Churchill A venue intersection CITY seeks capacity
improvements along Churchill Avenue as well as project elements to better facilitate bicycle and
pedestrian movements across the intersection as well as transit improvements that will need to be
coordinated by the CONSULTANT with the Valley Transportation Authority (VTA)-Bus Rapid
Transit (BRT) program. The CONSULT ANT will also be require to coordination with Stanford
University to coordination of project improvements with their Stanford Perimeter Trail Project-El
Camino Real segment and with the Palo Alto Unified School District for right-of-way interest and
operations improvements to their district offices located at 25 Churchill A venue and Palo Alto High
School.
2. Environmental Analysis Study: CONSULTANT shall prepare an environmental analysis/assessment
for the community-preferred project aligrunent developed as part of Task I including any studies
required by CITY as part of the improvements for the El Camino Real & Churchill A venue
intersection. It is assumed that the Permit Engineering Evaluation Report (PEER) submitted to
Cal trans during Stage 1 will be approved. The CONSULT ANT shall prepare a focused traffic study
to identify appropriate intersection capacity treatments including the need for a micro simulation
model for use as part of the community outreach process for the project.
3. Development of Plans, Specifications & Engineer's Estimate 's: CONSULTANT shall be responsible
for the development of PS&E for project including: traffic signal modifications, street lighting
improvements, sidewalk realignment and widening, drainage improvements, signage & striping,
innovative bicycle treatments, traffic calming elements, landscaping, wayfmding, and transit
improvements.
4. Additional Service: CONSULTANT shall provide as-needed support during the project life to assist
CITY in implementation of the project including, but not limited to: grant writing support and bidding
assistance should additional funding be identified for construction.
Scope of Work
Stage 1 -Concept Plan Lines & Permit Engi.Ju!ering Eval11ation Report/Encroachment Permit
CONSULTANT shall be responsible for the development of concept plan line alternatives for the Churchill
Avenue Corridor Improvement Project for the consideration of the Palo Alto community. CONSULTANT
shall participate in Community Outreach meetings to identify or further develop one of the alternatives into a
Community Preferred Alignment Alternative. CITY anticipates identifying up to three alignment alternatives
for consideration of the community before fmalizing a Community Preferred Alignment that will be advanced
and submitted with an Encroachment Permit and Permit Engineering Evaluation Report (PEER) to Caltrans.
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CONSULT ANT will be responsible for outreach to and organizing meetings with the following agencies: Palo
Alto Community, Caltrans, Stanford University, and Palo Alto Unified School District.
CONSULT ANT shall take into account the following Design Considerations as part of the development of
Plan Line Concept Alternatives:
• Utilities (Above and Below Ground)
• Real Property Acquisition (Temporary Construction Easements and Design)
• Safety
• Walk-ability, Bicycle Ride-ability, and Transit Connectivity
• Adjacent Public Facilities or Facilities of Interest such as Palo Alto High School, Stanford University,
Town & Country Shopping Center, and connection with existing and planned Bicycle Routes
• Project Mitigations to protect the Quality of Life for existing residential properties adjacent to the
proposed project area including the South Gate Neighborhood located south of Churchill A venue
between the Caltrain Tracks to the East, El Camino Real to the west, and Stanford Avenue to the
South
• Cost
After development of a Community Preferred Alignment Alternative for the Churchill A venue Corridor
Improvement project the CONSULTANT shall begin coordination with Caltrans. CONSULTANT is
proposing to submit a Permit Engineering Evaluation Report (PEER) with the initial encroachment permit
application.
Upon successful approval of the PEER with Caltrans the CONSULTANT will present the fmdings of the
PEER to the Palo Alto Bicycle Advisory Committee (P ABAC), Planning & Transportation Commission
(PTC), Palo Alto Unified School District (P AUSD)-Board ofDirectors, and CITY Council for fmal approvaL
CONSULTANT shall be required to participate in the following community outreach meetings during this
stage:
• Three (3) community outreach meetings
• Two (2) Palo Alto Bicycle Advisory Committee meetings
• Two (2) Palo Alto Unified School District meetings
• One ( 1) City-School Traffic Safety Committee meeting
• Two (2) PTC meetings, and
• One {1) City Council meeting.
CITY will be responsible for securing community meeting facilities. CONSULT ANT shall be responsible for the
preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting
notice flyers for mailing to residents by CITY, and conununity meeting presentations. The CONSULTANT shall
also serve as Scribe at all community.
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Deliverables for Stage 1 should include the following items:
• 1 0% Design -Concept Plan Line Alignments
• Preliminary Cost Estimates for alignment alternatives
• Identifying of Probable Impact and Mitigation Alternatives for neighborhood Quality of Life
preservation
• Final Caltrans Approved Permit Engineering Evaluation Report (PEER)
Stage 2 -Environmental Analysis St11dv
Upon approval of the Permit Engineering Evaluation Report (PEER) by Caltrans, review and approval of
required Environmental Analysis Studies will be transitioned over to CITY. CONSULTANT shall be
responsible for the development of the appropriate Environmental Analysis Studies required by CITY. The
CONSULT ANT team includes an additional environmental CONSULT ANT to provide oversight/input on
Environmental Analysis component of project. CONSULTANT, as part of the Environmental Analysis, shall
also be responsible for advancing the Community Preferred Concept Plan Line alternative into a 35% design
stage.
It is assumed that the following technical studies will be required as part of the Environment Analysis
component of this project:
• Biological Resources
• Hazards & Hazardous
Materials
• Transportation/Traffic
• Cultural Resources
• Hydrology/Water Quality
• Noise
• Air Quality/Green
House Gas Emissions
• Preliminary
Geotechnical
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The CONSULT ANT's Team shall also identify any pennits required from State and Federal Regulatory Agencies
(e.g., Caltrans, State Fish & Wildlife, Army Corps of Engineers, etc.).
CONSULTANT will be required to participate in the following conununity outreach meetings during this
stage:
• Three (3) Conununity Outreach Meetings
• One (1) Study Session Planning & Transportation Conunission
• One (1) Study Session City Council
• One (1) Presentation-Planning PAUSD Board of Directors
• One ( 1) Presentation/ Approval -Palo Alto City Council
CITY will be responsible for securing co nun unity meeting facilities. CONSULT ANT shaH be responsible for the
preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting
notice flyers for mailing to residents by CITY, and conununity meeting presentations. The CONSULT ANT shall
also serve as Scribe at all conununity.
Deliverables for the Environmental Analysis stage for this project shall also include the following elements:
• Final Environmental Assessment reports required by CITY of Palo Alto
• 35%PS&E
• Project architectural renderings of key improvements areas such as the El Camino Real & Churchill
A venue and Churchill A venue & Castilleja intersections
Stage 3 -Development ofPlans, Specificatious and Engi11eer's Estimtttes
Upon approval of the Final Environmental Report for the Churchill Avenue Corridor Improvements project, the
CONSULT ANT shall proceed to prepare final plans, specifications, and engineer's estimates for the construction
of the project.
The improvement plans shall include the following civil details prepared by a Registered Professional Civil
Engineer with good standing with the State of California:
• Cover Sheet
• Project Notes
• Project Plan and Profile
• Demolition Plans
• Plan Details for Improvements, including but not limited to:
o Multi-Use Trail Sections
o Enhanced Pedestrian Crossings
o Accessible Pedestrian Ramps
o Drainage Plans
o Transit Station Plans
o Landscape Improvement Plans
o Signage & Striping Plans
o Traffic Signal and Street lighting Improvement Plans
o Utility Preservation and Connections
o Utility Plans
o Stonn Water Pollution Prevention Plan
o Construction Staging Plan
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• Project Specifications consistent with Palo Alto Standard Specifications and Special Provisions to match
the Project Improvement Plan requirements
• CONSULTANT shall provide 35%, 65%, 95% and 100% Engineer's Estimates based on improvement
plans and comparable bids for similar projects to ensure the project remains within the project budget
(CITY may elect to hire an outside Construction Management (CM) finn for Value Engineering and
outside PEER review. CONSULT ANT shall be expected to work with CM cooperatively.)
CONSULTANT shall apply for and complete all fonns required from Caltrans for design exemption and
encroachment pennits. CONSULT ANT shall submit detailed schedule based on the improvements plans to CITY
and should to include the following tasks:
• Base 35% Plans Revised from Environmental Process
o Community Outreach Meeting to Identify Landscape/Hardscape and Streetscape palette
o Study Session with Architectural Review Board for approval of shrub and tree planting palettes
and decorative pavement treatments recommended by the Project Landscape Architect and Project
Engineer
• 65% Improvement Plans
o Final Community Outreach Meeting
• 95% Check Print Plan Set
o Presentation of Project to Parks & Recreation Commission
o Presentation of Project to Planning & Transportation Commission
• 1 00% Bid Set
o City Council Presentation of Final Project
Meetings with CITY staff for the review of design plans, specifications and construction staging shall be held on
site on a monthly basis. CITY will be responsible for securing community meeting facilities. The
CONSULT ANT shall be responsible for the preparation of all outreach materials, including media ads to be
coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community
meeting presentations. The CONSULTANT shall also serve as Scribe at all community meetings and provide
CITY with Meeting Notes and Action Notes within 5-business days of each meeting.
CITY anticipates procurement of an outside Construction Management Finn during this stage to assist the CITY
in reviewing plans prepared by the CONSULT ANT and to conduct Value Engineering alternatives to ensure that
the project remains on-budget. The CONSULT ANT will be required to work with the CONSULT ANT
Management Finn during the development of the plans.
Deliverables for the Development of PS&E stage for this project shall also include the following elements:
• 1 00% PS&E Bid Package
• Procurement of all necessary encroachment penn its to allow for the construction of the project
Stage 4 -Additional Services
CONSULTANT shall provide On Call Support Services during the design of the project to assist CITY in
pursuing grant funding for construction, architectural renderings, or other services as necessary to successfully
implement the project.
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EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULT ANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed.
Milestones
1. Stage 1 -Concept Plan Lines & Permit
Engineering Evaluation Report/Encroachment Permit
2. Stage 2 -Environmental Analysis Study
3. Stage 3 -Development of Plans,
Specifications and Engineer's Estimates
4. Stage 4-Additional Services
Completion
No. ofDays/Weeks
FromNTP
TBD
TBD
TBD
TBD
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EXIDBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit •'A" C'Basic Services") and reimbursable expenses shall not exceed
$249,040.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $275,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULT ANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY's Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $249,040.00 and the total
compensation for Additional Services does not exceed $275,000.00.
BUDGET SCHEDULE
Task 1
(Stage 1 -Concept Plan
Lines & Permit Engineering Evaluation
Report/Encroachment Permit)
Task2
(Stage 2-Environmental Analysis Study)
Task3
(Stage 3 -Development of Plans,
Specifications and Engineer's Estimates)
Task4
(Stage 4-Additional Services)
Sub-total Basic Services
Reimbursable Expenses
Total Basic Services and Reimbursable expenses
NOT TO EXCEED AMOUNT
$53,585.00
$95,240.00
$69,725.00
$25,690.00
$244,240.00
$4,800.00
$249,040.00
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Additional Services (Not to Exceed)
Maximum Total Compensation $275,000.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for
which CONSULT ANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $4,800.00 shall be approved in advance by the
CITY's project manager.
ADDITIONAL SERVICES
The CONSULT ANT shall provide additional services only by advanced, written authorization
from the CITY. The CONSULT ANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by
the CITY's Project Manager and CONSULT ANT prior to commencement of the services.
Payment for additional services is subject to all requirements and restrictions in this
Agreement
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Scope
Stage 1 • Concept
Design/PEER/Encroachment
Permit Application
TOTAl NOT TO EXCEED, STAGE 1
Stage 2 · Environmental Analysis
Study
TOTAL NOT TO EXCEED, STAGE 2
Stage 3 · Development of Plans,
Specifications and Engineer's
Estimates
EXHIBIT "C-1"
HOURLY RATE SCHEDULE
Labor Categories (e.g., Consultant, Sr. Consultant, etc.)
SAND IS
Jeff Seter a, PE, PIC
Ron Sanzo, PE, Project Manager
Bruce Davis, PE, Transportation Engineer
Nate Allen, PE, Project Er>gineer
Jenner Philips, Design Engineer
Shaun Carberry, AutoCAD Drafter
Andrew Chafer, PLS, Senior Project Surveyor
2·Man Survey Crew
Utility Locator
Traffic Count Staff
Reimbursables
Alta Planning+ Design
Casey Hildreth, PM/Mobility Planner /Outreach
Nora Daley Peng. Senior Landscape Architect
Mary Stewart, Deslgn/Signage/Graphlcs
Brian Burchfield, CAD and Outreach Assistance
Relmbursables
SAN DIS
Jeff Seter a, PE, PIC
Ron Sanzo, PE, Project Manager
Bruce Davis, PE, Transportation Engineer
Nate Allen, PE, Project Engineer
Jenner Philips, Design Engineer
Shaun Carberry, Auto CAD Drafter
Andrew Chafer, PLS, Senior Project Surveyor
2·Man Survey Crew
Traffic Count Staff
Reimbursables
First Carbon Solutions
Mary Bean, Director
Clrclepolnt
Scott Steinwert, PIC
Jennifer Gallerani Marquez, PM
Assistant Planner
Graphic Designer
Reimbursables
Estimate lor Technical Studies assumed to be required
Alta Planning+ Design
Casey Hildreth, PM/Mobllltv Planner /Outreach
Nora Daley Peng, Senior Landscape Architect
Mary Stewart, Oesign/Signage/Graphics
Brian Burchfield, CAD & Outreach Assistance
Reimbursables
SAN DIS
JeffSetera, PE, PIC
Ron Sanzo, PE, Project Manager
Bruce Davis, PE, Transportation Engineer
Nate Allen, P€, Project Engineer
Jenner Philips, Design Engineer
Shaun Carberry, Auto CAD Drafter
Andrew Chafer, PLS, Senior Project Surveyor
2-Man Survey Crew
Est.
Hours
4
56
48
0
48
48
8
40
8
0
75
16
32
40
1
60
48
24
12
12
10
32
84
200
24
40
24
32
so
4
48
60
72
120
120
4
8
Hourly Extended
Rate Rate
$250 $1,000
$140 $7,840
$115 $5,520
$105 $0
$95 $4,560
$85 $4,080
$140 $1,120
$215 $8,600
$1SO $1,200
$50 so
ssoo
$135 $10,125
$155 $2,480
$105 $3,360
$85 $3,400
$400
$54,485
$250 $250
$140 $8.400
$115 $5,520
$105 so
$95 $2,280
$85 $1,020
$140 $0
$215 $0
$50 $600
$500
$220 $2,200
$240 $7,680
$140 $11,760
$75 $15,000
$75 $1,800
$500
$22,000
$135 $5,400
$155 $3,720
$105 $3,360
$85 $4,250
$400
$96,640
$250 $1,000
$140 $6,720
$115 $6,900
$105 $7,560
$95 $11,400
$85 $10,200
$140 $560
$215 $1,720
Professional Services
Rev Nov. I, 2011
Traffic Count Staff
Reimbursables
Alta Planning+ Design
Casey Hildreth, PM/Mobilitv Planner/Outreach
Nora Daley Peng, Senior Landscape Architect
Mary Stewart, Landscape/Signage/Bikeshare Designer
Brian Burchfield, CAD
Randy Anderson, ONO.C (PIC I
Reimbursables
TOTAL NOT TO EXCEED, STAGE 3
Scope Labor Categories (e.g., Consultant. Sr. Consultant, etc.J
SAN DIS
Stage 4 -Additional Services Jeff Setera, PE, PIC
Ron Sanzo, PE, Project Manager
Bruce Davis, PE, Transportation Engineer
Nate Allen, PE, Project Engineer
Jenner Philips, Design Engineer
Shaun Carberry, Auto CAD Or after
Andrew Chafer, PLS, Senior Project Surveyor
2-ManSurvey Crew
Traffic Count Staff
Reimbursables
Alta Planning+ Design
Brian Burchfield, Bid and CM support
Nora Daley Pen g. Bid and CM support
Casey Hildreth, Grant Assistance On-Call
Reimbursables
TOTAL NOTTO EXCEED, STAGE4
$50 so
$1,000
32 $135 $4,320
32 $155 $4,960
40 $105 $4,200
85 $85 $7,225
16 $185 $2,960
$500
$71,225
£st. Hourly Extended
Hours Rate Rate
4
32
24
16
40
32
32
16
30
Total Alta Fee:
Total Citclepoint fee:
Total SANOIS Fee:
Total First Carbon Fee:
$71,110
$58,740
$116,990
$2,200
$250
$140
$115
$105
$95
$85
$140
$215
$50
$85
$155
$135
$1,000
$4,480
$2,760
$1,680
$3,800
$2,720
so so
so
$500
$2,720
$2,480
$4,050
$500
$26,690
Total Team Fee: I $249,0401
Professional Services
Rev Nov. I, 2011
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF'THE CONTRACTOBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FORTH E COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM
BEST'S KEY RATING OF A-:VII, OR HIGHER. LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQO I REI~ENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1,000,000 SI,OOO,OOO
GENERAL LlABILITY, INClUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 SI,OOO,OOO
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
LlABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 s 1,000,000
-EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE. COMBINED
PROFESSIONAL UABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MAlJ>RACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL iNSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAJNTAJN, IN FULL FORCE AND EFFECT THROUGHOUTTHE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, lF ANY, BUT
ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMiNG
AS ADDITlONAL INSUREDS CITY, lTS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITIEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
Professional Services
Rev Nov. I, 2011
THE NAMING OF MORE THAN ONE PERSON, FIRM. OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING Of MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PA YMENTOF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (I 0) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
Professional Services
Rev Nov. I, 2011
ATTACHMENT D
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Three HWidred Six Thousand
Three Hundred Seventy Six Dollars ($3 06,3 7 6. 00). In the event Additional Services are authorized,
the total compensation for services and reimbursable expenses shall not exceed Tbree Hundred Sixty
Nine Thousand Four Hundred Forty Five Dollars ($369,445.00). The applicable rates and schedule
of payment are set out in Exhibit "C-1 ",entitled "HOURLYRATESCHEDULE," which is attached
to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C". CONSULT ANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
detennined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit "A".
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who perfonned the services, hours worked, hourly rates, and reimbursable
expenses), based upon the CONSULT ANT's billing rates (set forth in Exhibit "C-1 "). If applicable,
the invoice shall also describe the percentage of completion of each task. The information in
CONSULT ANT's payment requests shall be subject to verification by CITY. CONSULTANT shall
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process ~d pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULT ANT or under CONSULTANT's supervision. CONSULT ANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perf01m the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar know ledge and skill engaged in related work throughout California under the same or similar
circumstances.
SECTION?. COMPLIANCEWITHLAWS. CONSULTANTshallkeepitselfinformedofand
in compliance with all federal, state and local laws, ordinances, regulations, ·and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement.. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULT ANT shall correct, at no cost to CITY, any and
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all errors, omissions, or ambiguities in the work product submitted to CITY, provided CTIY gives
notice to CONSULTANT. If CONSULT ANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive tennination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULT ANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (1 0%)
of the CITY's stated construction budget, CONSULT ANT shall make recommendations to the CITY
for aligni"lg the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CTIY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULT ANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULT ANT are material considerations fur this Agreement CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULT ANT's obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that
subconsulta.nts may be used to complete the Services. The subconsultants authorized by CITY to
perform work on this Project are:
SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS
636 9th Street
Oakland, California, 94607
Telephone Number (510) 590-3421
HEXAGON TRANSPORTATION CONSULTANTS
111 W. Saint John Street
San Jose, CA. 95113
Telephone, (408) 971-6100
CIRCLEPOINT
1814 Franklin St #1000
Oakland, CA 94612
Telephone (510) 285-6700
BIGGS CARDOSA ASSOCIATES
s
Ptofessior,al Services
Rev. Nov. 1, 2011
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865 The Alameda
San Jose, CA 95126
Telephone (408) 296-5515
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULT ANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULT ANT shall change or add sub consultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Randy Anderson as
the Principal in Charge to have supervisory responsibility for the performance, progress, and
execution of the Services and Casey Hildreth as the project manager to represent CONSULT ANT
during the day-to-day work on the Project. H circumstances cause the substitution of the project
director, project coordinator, or any other key personnel for any reason, the appointment of a
substitute project director and the assignment of any key new or replacement personnel will be
subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's
request, shall promptly remove personnel who CITY fmds do not perform the Services in an
acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the
Project or a threat to the safety of persons or property.
The City's project manager is Jaime Rodrigues, Planning & Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2136.
The project manager will be CONSULTANT's point of contact with respect to performance,
progress and execution of the Services. The CITY may designate an alternate project manager from
time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULT ANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULT ANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval of
the City Manager or designee. CONSULT ANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, atanyreasonabletimeduring
the term of this Agreement and for three (3) years thereafter, CONSULT ANT's records pertaining to
matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
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Rev. Nov. I, 2011
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16.1. To the fullest extent pennitted by law, CONSULTANT shall protect,
indemnity, defend and hold ha.rrnJess CITY, its Council members, officers,. employees and agents
(each an ''Indemnified Party") from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, i.'l.cluding all costs
and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements
("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULT ANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an fudemni.fied Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions ofthis Section 16 shall survive
the expiration or early termination of this Agreement
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, conditio~ 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.
SECTION 18. INSUR.Al~CE.
18.1. CONSULTANT, atitssolecostand expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULT ANT and im contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain. in full force and effect
dwing the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (3 0) days' prior written notice of the cancellation or modification. If t..lte
insurer cancels or modifies the insurance and provides less tha11 thirty (30) days' notice to
CONSULTANT, CONSl.JLTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT's receipt of such
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notice. CONSULTANT shall be. responsible for ensuring that current certificates evidencing the
insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSlJL T ANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSl.J'LTANT 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 Service~ performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TER,M[NATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the perfonnance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten ( 1 0) days prior written
notice thereof to CONSULT ANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19 .2. CONSULTANT may terrrrinate this Agreement 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. ·
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other
data, whether or not completed, prepared by CONSULT ANT or its contractors, if any, or given to
·CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULT ANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or terminated on account of a default by CONSULT ANT,
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 acting in the reasonable exercise ofhislher discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
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City of Palo Alto
Post Office Box 1 0250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULT ANT: Attention of the project director
at the address of CONSULT ANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULT ANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULT ANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defmed by the Regulations of the Fair Political Practices Commission, CONSULT ANT
shall be required and agrees to file the appropriate fmancial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULT ANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof: and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULT ANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated fi:om a personal
computer and printer including but not limited to, proposals, quotes, invoices,
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reports, and public education materials, shall be double-sided and printed on a
minimwn of30% or greater post-consumer content paper, unless otherwise approved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consumer material and
printed with vegetable based inks.
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on ftle at the Purchasing Office.
• Reusablelretwnable pallets shaJl be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, tenn, condition, or provision of this Agreement.
SECTION 25. :MISCELLANEOUS PROVISIONS.
25 .1. This Agreement will be governed by the laws of the State of California.
25 .2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state cow1s of California in the County of Santa Clar~ State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This docume:r;tt may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, tenns, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
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Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force arid effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, maybe referred to in any
duly executed amend..."'lent hereto are by such reference incorporated in this Agreement and will be
deemed to be ·a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULT ANT personal information as defined in California Civil Code section 1798.81.5( d) about
a California resident ("Personal Infonnation"), CONSULT ANT shall ma!ntain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning thatthere has been a breach in the security of the system or in the security
of the. Personal Information. CONSULT ANT shall not use Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do not apply to this agreement.
25.1 0 The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO ALTA PLANNING+ DESIGN
By:~~
City Manager
Name: 'Br~ H.~rr
Title: ?n 11\.(..' r··.A
APPROVED AS TO FORM:
Senior Asst. City Attorney
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-1":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION ·
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
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Introduction
EXJHBIT "A"
SCOPE OF SERVICES
CITY shaH contract with CON:SULT A.l\fT to complete the development of the Matadero Creek Trail
-Phase 1 Midtown project. The scope of this project includes the development of a Feasibility
Study and Prelimi.."1.my Environm~tal Assessment to help guide decisions on ultimate alignment of
the project Following council approval of the Feasibility Study CITY shall enter into negotiations
with CONSULTANT to advance future phases of the project, including Final PS&E and Final
Environmental Assessment.
STAGE 1 Feasibility Study
Task 1. Project Startup
1.1 Project Kick-off Meeting
The CONSULTANT will facilitate a Project Kickoff Meeting with CITY to do the following:
Introduce key CITY staff and CONSULT ANT team members
Review objectives of the Matadero Creek Trail -Phase 1 Midtown Project
Confirm study area
Review scope of services
Review available data and published materials, confirm outstanding data needs
Establish meeting and presentation schedule
Establish communication protocols between the team and stakeholders and CITY
Discuss applicable design criteria/standards
Changes to the Work Program will be made (ifnecessacy) at the conclusionofthis effort, and a more
detailed and refined Work Program and Schedule will he submitted to CITY Project Manager.
1.2 Obtain Baseline Data
Prior to the Project Kickoff Meeting, Alta will provide CITY a draft data needs memorandum that
identifies existing (Alta held) data, data to be provided by CITY if available, and data to be provided
by subconsultants/collected in field. CITY will provide any GIS information related to right-of-way
interest, parcel and subdivision maps, and CTIY -maintained utilities. Any CAD files for the project
area that CITY has, and current traffic data information from its 2013 Traflix Existing Conditions
files, and will be made available to CONSULTANT.
As part of the Needs Assessment memorandum the CONSULTANT will identify recommended
locations where additional video-based counts to collect bicycle/pedestrian data, mechanical tube
counters to collect vehicle speed/occupancy data, manual turning movement counts for Level of
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Service calculations, and Parking Studies for project impact assessment should be collected. Traffic
data collection will be conducted by the CONSULTANT upon approval by CITY.
The CONSULTANT shall budget up to 12 days of survey (2-person crew) to assist in base map
development and additional utility location to be focused along the Matadero Creek maintenance
road corridor.
1.3 Prepare Study Base Maps
CONSULTANT will expand and refine base mapping for the project using new/updated data
provided in Task 1.2. The base map series will be at a suitable scale for planning 8nd conceptual
engineering (e.g. 1" = 40') using GIS and AutoCAD information, with additional detail (e.g. 1"=20')
developed for the creek maintenance road corridor and select intersections/potential pathways to
assist with preliminary engineering.
The CONSULT ANT will conduct field inventory of trail corridor and potential crossing alignments
(road and drainages), photographing and noting conditions. CONSULTANT will compare field
notes, photographs, and drawings with maps, aerial photos, and other documents to .ensure that the
base maps accurately reflect existing conditions. Field measurements will provide planning-level
infonnation for cross sections and improvement alternatives, and subsequent quantity and cost
estimates.
The field survey/ base maps for trail alternatives will be delivered to CTIY in electronic format
(.DWG) along with a report summarizing the field assessment in both .PDF and .AI or .DOC format.
CITY will review and approve the base maps for development of the existing conditions report and
use for initial public outreach and preliminary concept designs.
1.4·Finalize Public Outreach Plan
A critical element of the feasibility study scope is the community outreach plan and related schedule.
The CONSULTANT will work with CITY staff, and attend a separate meeting if necessary, to
review and confum outreach tasks and process requirements before stakeholder engagement begins.
Task 1.0 Deliverables
Project Team Meeting #1: Project Kick-off, agenda and notes
Data Needs Request Memorandum
Video/Tube Counts (estimated 10 locations)
Initial topographic survey (up to 12 days)
Base Maps for Study Area, Preliminary Trail Alignment Alternatives (1" :::;;:: 40' scale,
1"=20'scale)
Final COmmunity Outreach Plan
Task 2. Ongoing Community and Stakeholder Outreach
2.1 Staff/Project Team Site Walk
. Distinct from the project kickoff meeting and community-based tours (see Task 2.3).
CONSULT ANT will organize and lead a field investigation of the Matadero Creek corridor with key
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SCVWD Engineering and Maintenance staff and CTIY staff. The purpose of the site walk will be to
flag key issues/constraints related to SCVWD maintenance routes, activities, and needs; and to
propose early concept designs for Water District consideration. Although the general public would
not be invited, information from this walk will be presented during the initial outreach activities
described in Tasks 2.2-2.5.
2.2 Develop Initial Outreach Materials
The CONSULT ANT will develop a suite of initial. outreach materials for CITY review and approval,
including:
Project Logo/Graphic Template
o Up to three initial optionsJ with up to two rounds of revision based on a single set of
consolidated and internally consistent comments
Project Website I Web Content
o For budgeting purposes, a simple yet effective ''plug and play"websitetemplate(e.g.
WordPress) is assumed with fi'js work plan.
Project Information and Event Fliers/Posters
hritial Community Workshop Boards/Presentations
Workshop boards will be developed utilizing base maps from Task 1 and the approved graphic
template, and will include sample renderings and photos of design treatments for barrier crossings,
trails, and on-street facility best practices.
2.3 Walking/Biking Tours (2)
CONSULT ANT will work with CITY to finalize the exact nature, timing, and route of the tours, but
up two Walking Tours are anticipated, one at the start of the project to solicit input from residents
before any initial public outreach meeting and a second tour at a later date after a community
preferred alignment is identified. CITY will be responsible for coordinating with CITY council,
CITY executives, and commissions to participate in the event. CONSULTANT will be responsible
the development of community outreach flyers and web-content to help announce and advertise the
events.
Highlights and discussion from the tours, recorded through notes, map graphics and digital photos,
will be summarized in website posts and included as part of the Feasibility Study Report.
2.4 Workshops (3)
CONSULT Al-..'T will prepare for, attend, and facilitate at least three community workshop meetings
during the course of developing the feasibility study. Additional meetings will require approval by
CITY pending budget availability. For the initial workshop, CONSULT M"T will be responsible for
preparing a best practices presentation of creek trail crossings at various roadway types, including
major arterials. residential arterials, and local streets. The best practices presentation will be used to
help educate workshop participants regarding the types of opportunities tl-.at the project may offer the
conummity and to help build community support for the project. The presentation should include
photographs or other graphical illustrations of the best practices used around the country.
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CONSULTANT will work with CITY to confliDl workshop details and timing, but propose the
following as a potential outline for discussion:
Workshop #1! Midtown Neighborhood -The purpose of this initial workshop, is to engage
potentially affected residents and property owners in a dialogue on their vision and concerns
for this portion of the Bay to Ridge Trail, build trust in the project development process and
understanding of key locations/issues for design investigation, and help prioritize alternative
routes to be studied. It will include a formal presentation of the project goals and funding
requirements, basic site conditions, trail/street crossing .best practices, and potential
design/perfonnance evaluation criteria, including factors previously cited by Midtown
residents (See Tasks 3.1 and 3.2). For the remainder of the workshop, CONSULT ANT will
facilitate a "hands on" planning assignment to channel energies toward productive, mutually
beneficial outcomes.
Workshop #2: Cal Ave-Ventura Neighborhood-A second public workshop will be held
opposite the Caltrain corridor along California A venue or within the Ventura neighborhood
and will include advance targeted outreach to Stanford residents/facility users. A similar
agenda to Workshop # 1 is envisioned, although with the expectation of greater emphasis on
identifying potential barrier crossings ofCaltrain and bikeway connections to the proposed
Phase 1 Midtown trail segment.
Workshop #3: Citywide Open House -A third and fmal workshop will be held upon
publication of the draft feasibility study. This will be an important workshop to reconfirm the·
community's vision, as well as to build excitement and support for project implementation.
All meetings will include presentation of relevant materials, such as maps and data regarding
existing conditions and facilities, opportunities and constraints, examples of potential bike/pedestrian
trail improvements, and alternative solutions responding to the issues and objectives defined by the
community.
2.5 Citizen's Advisory Committee I Neighborhood Facilitation Meetings (3)
A Citizen's Advisory Committee, or similarly focused collection of stakeholders approved by the
CITY, is proposed as a critical element of the public outreach strategy to encourage "buy in" from
local residents, formalize collaboration among diverse stakeholders, and support equitable
participation across the project impact area. The CAC (or collection of local stakeholders) would
meet up to three (3) times during Stage 1 to review /connnent on major draft.deliverables such as the
Project Parameters, Existing Conditions & Opportunities, and Draft Feasibility Study reports.
Establishment of the CAC or approved alternative will be coordinated by the CI1Y and
CONSULTANT. Representation may include, but not be limited to, the following
associations/groups:
Midtown Residents Association
Midtown business representative
Ventura Neighborhood Association
Cal-Ventura Sub Area business representative
Palo Verde Residents Association
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CSTSC school representative(s)
Stanford Campus Residential Leaseholders (SCRL)
P ABACffAC representative
Palo Alto Recreation Foundation
Additional CAC meetings may be scheduled for future stages of the project in order to help select a
preferred alternative, pending CITY approval and interest from participating stakeholders.
2.6 Ongoing Communications .
The CONSULTANT will be respo:nsible for the design of any related outreach materials and meeting
summaries, with CITY staff responsible for the mailing/distribution of formal notices.
Outreach Documentation I Website Updates
The CONSULTANT will serve.as scribe for all community and stakeholder meetings, and will
provide meeting notes and action item summaries within 5 business days of each meeting. Based on
these summaries, CONSULT ANT will also provide bi-monthly (twice a month) project updates via
the website and maintain an email contact list throughout Stage 1 of the project.
Web Survey
As a key strategy to decisively select no more than two community-preferred alignments for
advancing to Project Stage 2, the CONSULTANT will utilize a customized web survey platform
(e.g. Metro Quest) that includes seamless integration of project background infonn.ation, community
prioritization and mapping, and integrated social media (sharing) tools. This web-based instrument
will be an efficient way to convey highly visual and complicated information for each alternative;
document community-driven concepts, quantify public preferences, and to build an email contact list
for project updates.
CONSULT ANT has budgeted staff time to prepare a dfaft online survey for CITY review, and to
coordinate integration of the approved survey with our Metro Quest vendor partner or approved
alternative.
Farmer's Market/Event Tabling (up to 3)
The CONSULTANT is prepared to staff a booth or table at up to three (3) community-sponsored
events (e.g. the California A venue Farmer's Market, neighborhood association meetings) in order to
reach the widest possible spectrum of residents and workers who would benefit from the Matadero
Creek Trail (and the overall Stanford/Palo Alto Trails Program). These events will be timed to
encourage public awareness and participation during the onli..."'W web survey and draft feasibility study
outreach tasks.
Stakeholder Meetings/Interviews (up to 4)
The CONSULT ANT has budgeted for up to four ( 4) additional meetings or interviews in anticipation
of potential stake..'lolders that require additional one-on-one outreach. Potential stakeholders to be
considered for specialized outreach include, but are not limited to:
Kim Grant Tennis Club
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First Christian Church
Grace Lutheran Church
Keys School
El Camino/Wheatley/Sobrato (Fry's parcel property owner)
Individual residents abutting Matadero Creek maintenance roads
2.7 Meetings/Presentations (5)
Prior to development of the draft Feasibility Study Report, the CONSULT ANT will conduct study
session presentations with Santa Clara Valley Water District staff(SCVWD) and CITY ofPalo Alto
Parks & Recreation Commission (PRC), Bicycle Boulevards Technical Advisory Committee (TAC),
Bicycle Advisory Committee (P ABAC), and Planning & Transportation Commission (PTC). Review
and comment by the Water District will be prioritized before others in order to incorporate critical
feedback on proposed aligrunent alternatives, including the determination of fatal flaws.
Task 2.0 Deliverables
Project Team/SCVWD Site Walk
Initial Outreach Materials Package/Graphic Template and Website
Commtuiity Site Tours (2)
Trail/Street Crossing Best Practices Presentation .
Community Workshops (3)
Citizen's Advisory Committee Meetings (3)
Event Tabling (up to 3 events)
Individual Stakeholder futerviews/Meetings (up to 4)
CITY/Agency Meetings (5)
Task 3. Develop Study Components
Up to five distinct corridor alignments will be developed to a 10% concept level and evaluated based
on a set of evaluation c1iteria to be developed thro11gh the community outreach process and approved
by CITY prior to use. Over/undercrossing alternatives and concept plans for the Caltrain corridor
between Lorna Verde A venue and El Dorado A venue will be prepared, as will barrier crossing
improvement plans for the Highway 101 corridor at Matadero Creek, Oregon Expressway I 01
Overpass, and possibly -the California A venue Cal train underpass. Compatibility and integration
between the trail and barrier crossing alignments will be evaluated. Feasibility Study Report
milestones will include an initial project understanding memorandum, existing conditions &
opportunities report, options evaluation tasks, and development of a complete feasibility study in
administrative draft, final draft, and fmal forms.
3.1 Project Parameters Memorandum
CONSULT ANT will prepare an initial memorandum outlining the proposed draft:
Proposed Project Goals
Purpose & Need
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Study Area boundaries
Performance evaluation criteria (i.e. preliminary ratings matrix), and
Design criteria/best practices to be considered for all alternatives
The latter may include references to the CAMUTCD (2012), National Association of CITY
Transportation Officials (NACTO) Urban Bikeway Design Guide, Valley Transportation Authority
(VT A) Bicycle Technical Guidelines, City of Palo Alto Bicycle and Pedestrian Transportation Plan
Appendix A (Design Guidelines and Standards), AASHTO' s Guide for the Development of Bicycle
Facilities, 4th Edition (20 12), 2010 ADA Standards for Accessible Design, and FHW A's Designing
Sidewalks a...'ld Trails for Access (2006).
Based on the specific issues listed in the RFP, below is a list of likely/potential performance criteria
to be considered in this task. Completion of the evaluation methodology will be performed as part of
Task 3.9.
Public Safety/Security
Utility Conflicts
Bicycle Suitability Index
Pedestrian Suitability Index
Connectivity to Priority Origins
and-Destinations
Projected User Demand
Supports Barrier Crossings
Private Property/ Right-of-Way
Biological Impacts (includes trees)
Flood Protection & SCVWD Operations
Noise
hnpacts
Emergency Access
Life Cycle Cost
Community Preference
Overall Constructability Traffic Impacts (LOS)
Parking Impacts Conformance to . Project Funding
requirements/ Agreements
Considering that both off~street and on-street facilities will be compared to one another (for both
bicyclists and pedestrians), this task will help establish a shared understanding of the technical and
data requirements in advance of significant public outreach, and help answer the question, 'What is
the Matadero Creek Project, what is the range of options being considered, and how will it be
evaluated? '
3.2 Existing Conditions & Opportunities Report
The Existing Conditions & Opportunities Report will reflect and consolidate:
Base mapping infonnation from Task 1
Relevant plans, project designs and assessments (see below)
Existing and supplemental traffic and pedestrian/bicycle count data
US Census/ American Community Survey data
Public feedback and concepts from initial community workshops and tour
SCVWD maintenance and flood protection needs, operations, and preliminary feedback
Study session summaries from P ABAC and PRC
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The report will preliminarily identify up to five (5) trail alignment alternatives and four (4) barrier
connection options for the Cal train and Highway 1 01 conidors, and will include initial
opportunities/constraints analysis focused on environmental issues and design challenges. This report
will be presented to the CAC for review/approval and also at the PTC study session before initiation
ofTask 3.3 and fmalizationlpromotion of the web-based survey.
Plans and project materials to be referenced for this report include, but are not limited to, the
following: ·
City of Palo Alto California A venue Concept Area Plan (May 8, 2013 PTC Staff Report)
City of Palo Alto Bicycle and Pedestrian Transportation Plan (2012)
City of Palo Alto Highway 101 Over/Undercrossing Feasibility Study (2011)
City of Palo Alto Rail Corridor Study (2012)
City of Palo Alto Safe Routes to School Improvement Plans and Intersection Counts (2013)
Oregon Expressway-Project Concept Report (2010) or most recent update (includes AM/PM
screenline bicycle and pedestrian counts) ·
Draft Caltrain!Califomia HSR Grade Crossing and Traffic Analysis Report (May 2013)
Caltrain/Califomia HSR environmental documents
Caltrain Annual Passenger Counts reports
Cal trans Highway 101 Auxiliary Lane Project EIR (20 1 0)
Stanford/Palo Alto Trails Program Grant Application (2012)
Santa Clara Countywide Trails Master Plan (1995)
3.3 Preliminary Schematics & Design
Up to five trail/corridor alignments, excluding barrier crossings, will be devel9Ped to the 1 00/o design
level utilizing existing base map series and incorporating feedback obtained during preliminary Task
2 and Task 3 items. Up to two details for each alignment will be prepared in AutoCAD, Adobe
Illustrator, or freehand overlays depicting the options at a scale of 1 in= 20 ft/40 ft. The conceptual
drawings will be shown in plan, section and profile views (as needed) on the digital topographic
mapping, and will clearly indicate critical dimensions, unique geometric features and program
elements, conceptual traffic control and signage/striping, landscaping, location of visible utilities,
proposed circulation revisions, and proximity to adjacent land uses.
Additional conceptual level schematics will be advanced for up to four barrier crossing locations,
with a priority focus on the "South Palo Alto Caltrain Crossing" concept near Matadero Creek.
Design concepts from this task will help form the basis of the web-based survey and preliminary cost
estimates provided in Task 3.8
3.4 Options Evaluation
After completion of initial outreach and study sessions, and identification of alignment altemati ves,
the options evaluation phase will begin. Public feedback will be focused on the web survey and
targeted stakeholder follow-up while the CONSULT ANT prepares the following elements in order to
tentatively select preferred alignments.
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Pedestrian/Bicycle Suitability Analysis
The CONSULTANT will use and build upon an innovative GIS-based methodology, generically
known as the Bicycle & Pedestrian Suitability Index (B/PSI), to evaluate current ·and potential biking
and walking activity levels along each alternative trail corridor. B/PSI is a supply and demand model
that will evaluate roadway, sidewalk, and pathway quality (metrics indicative of traffic stress and
trail user comfort) and quantify factors that influence bicycle and pedestrian activity (demand).
B/PSI's demand model combines metrics reflective of where people live, work, play (recreate),
access transit, and access schools into a composite sketch of where -and to what degree -activity is
likely to occur.
B/PSI will provide critical infonnation for understanding broad spatial relationslr>.ips and pathway
quality, but will need to be supplemented by Alta's Shortest Path Analysis network routing tool to
provide a more specific understanding of what discrete roadway and pathway linkages are most
convenient for cyclists and pedestrians to access destinations. In short, the B/PSI and Shortest Path
Analysis methodology will provide the means for assessing trail alignment alternatives based on
proximity to origins/destinations (trip generators)? pathway quality (including intersection and
roadway design factors), and the spatial/directional efficiency of these alternatives.
Safety/Security Assessment
As part of the use and safety analysis, the CONSULTANT will perform an informal safety and
security audit and prepare site-specific recommendations on related items including:
Sight Distance
Vegetation
Private Fencing
Intersections/Driveways
Signage
"Hiding place" removal
Lighting (ambient street ligh~ private light levels)
Graffiti and other nuisance removal
On-going enforcement
Other aspects
Preliminary Environmental Review
At this stage in the study the CONSULTANT team, led by Circlepoin~ will conduct a preliminary
environmental review for each of the alignment and barrier crossing options. The team will use
CITY's CEQA Thresholds as the basis for this preliminary assessment. The level of detail will be
abbreviated and will be relative to the level of detail of project plans, but will be used to help identify
any potential "fatal flaws" and identify key risk factors in terms of possible significant environmental
effects, substantial permitting/regulatory requirements, or other factors that could impact project
feasibility and/or cost. David J Powers & Associates will provide peer review of this analysis.
Hexagon (traffic) and Schaaf & Wheeler (:flood protection/hydraulics) will provide technical
subconsultant expertise.
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The CONSULTANT anticipates that the trail feasibility analysis may require further preliminary
teclmical investigations, to be prepared by Hexagon (transportation/traffic), Schaaf & Wheeler (flood
protection/hydraulics) HT Harvey (biological), Baseline (hazardous materials), and Parikh
Associates (geotechnical). These studies have been included as optional tasks to refine the
enviromnental assessment, in preparation for future formal environmental assessment of the
community-preferred alternative( s).
Utility Evaluation
The CONSULTANT will prepare an initial evaluation of potential utility conflicts and necessary
relocations in the project vicinity for the alignment alternatives. We will contact utility providers to
obtain record utility information such as electrical, gas, ~elephone and communication lines, and may
supplement this information with initial topographic survey efforts for the draft preferred alternative
as necessary.
Permitting & Right-of-Way Requirements
We will identify potential required right-of-way acquisitions or easements, based on boundary
information collected during the project startup phase (Task 1). Right-of-way needs will be based on
available mapping showing parcel boundaries and ownership, and may be supplemented with
information from initial topographic survey efforts. Specifically, we will be looking for property line
markers, utilities, foundation data, and other information.
Although not anticipated in the proposed environmental scope of work, key permitting issues to be
investigated and confirmed at this stage include possible federal permit requirements from the US
Army Corps of Engineers (under Section 404 of the Clean Water Act), possible Water Quality
Certification from the San Francisco Regional Water Quality Control Board; and possible need for a
Streambed Alteration Agreement under Section 1602 of the California Fish & Game Code.
Preliminary Cost Estimates
CONSULT ANT Team, led by Sandis and BCA, will serve as the professional estimating finns and
prepare an estimate of probable cost for each alignment alternative and up to two barrier crossing
concepts. CONSULTANT will use clearly stated unit cost assumptions based on our recent
experiences in the area developing trails, on~street facilities, and over/undercrossings.
Alignments Decision Matrix
Criteria identified in Tasks 3.1 will be reviewed, weighted., and scored for alignment·alternatives
under consideration:
The evaluation of each alignment and ramp configuration will include a discussion and comparison
including the advantages and disadvantages of each of the various alternatives investigated.
3.S Administrative Draft Feasibility Study
Using materials developed in the previous tasks, Alta will prepare a high-quality, illustrative report
that documents our study process and alignment and design recommendations. Alta will produce
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one administrative draft report; circulate it to CITY Staff, and execute one round of revisions based
on a consolidated, internally consistent set of comments provided to CONSULT ANT by CITY.
3.6 Draft Study Presentations
The CONSl.JLTANT will present the findings from the Draft Final Feasibility Study at up to six
CITY I Agency meetings, including:
Parks & Recreation Commission (PRC)
Palo Alto Bicycle Advisory Committee (P ABAC)
Bicycle Boulevards Technical Advisory Committee (TAC)
Planning & Transportation. Commission (PTC)
Santa Clara Valley Water District Approval Hearing/Meeting (SCVWD)
CONSULT ANT will take meeting notes as necessary, and after receiving direction from CITY staff
will ?fepare and present a Draft Final Report to CITY Cmmcil for approval.
3. 7 Finalize Report
Upon receiving final comments from CITY, CONSULT ANT will produce a Final Feasibility Study
Report for CITY files and inclusion on the project website.
Task 3.0 Deliverables:
Project Parameters Memorandum
Existing Conditions & Opportunities Report
Trail Alignment Alternatives-10% Design Drawings and Preliminary Cost Estimates
Across Barrier Connection Alternatives -Concept Drawings, Preliminary Cost Estimates
Preliminary ~vironmental technical assessments, including for potential traffic,
geoteclmical/subswface, biological, and water quality/hydraulic impacts
Admin Dra:ft/Draft/Final Feasibility Study
Presentation at up to six ( 6) Agency/CTIY Meetings, including PPT presentations and summary
notes
Optional Tasks
The following optional tasks can be provided by the CONSULT ANT if requested by CITY. CITY
and CONSULTANT shall discuss each Additional Task in writing and identify a cost for each
service prior to commencement of work, as assumptions may change.
Task 5. Review/Confmn CEQA Impacts/Requirements
The CONSULT ANT, led by Circlepoint with peer review by David Powers & Associates, will assist
CTIY in determining the appropriate level of environmental documentation for the project based on
the draft Feasibility Study Report findings and community-preferred alignment alternatives. A
separate meeting and additional level of effort is anticipated to refine/finalize potential technical
memorandums necessary to confirm alignment alternative feasibility and preference.
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Task 6. Initiate Environll)ental Documentation
6.1 Prepare Technical Studies·
The CONSULTANT, led by Circlepoint and technical subconsultants, will conduct additional
technical studies focused on anticipated environmental issues of concern for up to two alignment
corridors. These studies are detailed below.
The scope of these technical studies was developed with the understanding that the alternatives may
include most or all of the access road along Matadero Creek, but that none would require any work in
the creek or in any jurisdictional water or wetland area. If work is to be performed that impacts
CDFW jurisdiction and requires a streambed alteration permit, additional technical review can be
provided and a scope of work/free prepared.
Traffic
If traffic concerns/issues arise during the development of potential trail alignments, CONSULT ANT,
led by Hexagon Transportation CONSULTANTs will work with the CONSULTANT Planning Team
to prepare a traffic impact analysis to satisfy environmental requirements. For base budgeting
purposes, it is anticipated that the level of review required will be a mitigated negative declaration.
The traffic analysis will include an evaluation of intersection level of service and roadway traffic
diversion as well as potential issues related to closely spaced signalized intersections (if necessary).
The traffic analysis findings will be summarized in a draft report, with text, tables and graphics as
required. CONSULTANT budget estimate is based on a preliminary understanding of potential
design alternatives. After receiving input from CITY staff, changes to our preliminary budget may
be necessary, particularly if an EIR is found to be warranted based on traffic concerns.
Biological Resources
CONSULTANT, led by H. T. Harvey & Associates, ecologist will conduct a single brief
reconnaissanc~level site visit of the preferred alternative alignment to identify existing biological
conditions and the alignment's potential to support special-status species of plants and animals. For
the purposes of this scope, CONSULT ANT assumes the trail alignment from Greer Road to
Highway 101 will use the existing Santa Clara Valley Water District levee road.
CONSULT ANT assumes that the preferred alternative will not entail any work in the creek bed or
permitting from· the U.S. Army Corps of Engineers. Therefore, CONSULT ANT site visit will
include an assessment of the approximate locations of sensitive or potentially regulated
(jurisdictional) habitats, such as jurisdictional wetlands and other waters ofthe U.S. regulated under
Section 404 of the Clean Water Act or potential waters of the State, only in the context of confirming
that no such habitats are present outside the Matadero Creek channel. No species-specific surveys are
proposed at this time.
Biological Resomces Memorandwn: Upon completion of our site visit, CONSULT ANT will assist
the project team with the development of the biological resources section of the environmental
document. CONSULTANT will prepare a memorandum which briefly describes the existing
biological setting, special-status species that could occur, impacts that we would consider potentially
significant under CEQA, and any conceptual mitigation measures we would consider necessary to
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mitigate potentiaHy significant impacts (as defined by CEQA) to less·than·significant levels. Our
evaluation will assume there will be no impacts to sensitive or potentially regulated (jurisdictional)
habitats,· such as jurisdictional wetlands and other waters of the U.S.
Cultural Resources:
CONSULTANT, led by Circlepoint, will consult with the California Historical Resources
Information System (CHRIS), Northwest Information Center {NWIC) at Sonoma State University to
conduct a record search of the project area and an appropriate buffer area. All previous cultural
resource su.tveys, known ~Jstoric or prehistoric sites, and listed or properties eligible fer the National
Register of Historic Places (NRHP) or the California Register of Historical Resources (CRHR)
within the area of the literature search will be identified.
Given the nature of the project, for scoping purposes, CONSu"'LT ANT assumes that the project will
not involve.the modification of any historic building or structure. CONSULTANT furt.lter assumes
that the above records search will not indicate a need for any further cultural resources investigation
or evaluation.
Hazardous Materials
For the proposal it is assumed that BASELINE would prepare a limited Phase I Environmental Site
Assessment ("Phase I ESA"). A limited Phase I1 soil sampling for the Matadero Creek Trail project
may also be performed as an optional task.
The Phase I ESA scope assumes that the alternatives along Matadero Creek will not contemplate soil
removal or any other physical disturbance except for paving~ fencing. and signage between Ahna
Street and Greer Road, but may include some soil removal/disturbance in the portion of the access
road between Greer Road and the east end of US 1 01 (if this portion of the creek trail and/or seasonal
underpass is to be included in the CEQA review). Therefore, the proposed hazardous materials
review is focused only on the approximately 1,500 foot long section of the access road between
Greer Road to the east edge of Highway 101.
The limited Phase I ESA scope assumes the following tasks:
Site Reconnaissance
Historical Records Search
Regulatory Records and Select Files Review
Based on the above tasks a brief technical report will be prepared describing the activities and
findings. The report would include recommendations for further investigation and/or excavated soil
handling procedures, if warranted.
~
Whiie a bicycle/pedestrian path would not ordinarily be considered a potential new significant noise
source, the potential use of the SCVWD access road would introduce more frequent use of this area
which is immediately adjacent to several residential backyards.
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To provide a stronger evidentiary basis for the environmental review, CONSULTANT led by
Illingworth and Rodkin, will prepare a brief memo qualitatively evaluating the potential for the
project to result in significant noise impactS. In preparation this swnmary memo, CONSULT M1
will review project plans and other pertinent information, review Palo Alto General plan and internal
CONSULT ANT files for applicable noise data, sununarize applicable regulatory criteria, estimate
construction and operational noise levels at sensitive receptors along project alignment, assess
potential for project impacts and identify mitigation (if necessary). CONSULT ANT assumes that the
alternatives will not ultimately result in any significant noise impacts during construction or
operation.
Water Resources/Flood Control
CONSULTANT, led by Schaaf & Wheeler, will evaluate the prefel.1'ed altemative(s) for impacts to
Matadero Creek and potential mitigation measures required to render the impact to a less than
significant level. During this phase, CONSULT ANT will evaluate and document the significance of
any Project encroachment inside the channel bank, and the potential of said encroachment to
compromise the flood flow capacity or freeboard provided by Matadero Creek. Since it is assumed
that the no alternative will be constructed in any jurisdictional water or wetland area, it is premature
to scope detailed quantitative analyses. Due to the fairly unique method of certification for Matadero
Creek floodwalls through a risk and uncertainty analysis prepared by CONSuLTANT, the type of
quantitative analysis required will be location-specific to a large degree. Stage 2 documents will
provide a scope of services for further detailed analyses only if necessary.
Task 6.2 Evaluation of Alternatives
Upon receipt and review of technical study information from Task 6.1, the CONSULT ANT will re
examine the proposed alignment alternatives in greater detail with respect to environmental and
community acceptance. Performance criteria will be refined, weighted, and expanded as necessary
from the Feasibility Study Report and a revised environmental evaluation summary will be prepared
for CITY consideration.
Task 6.3 Environmental Evaluation Peer Review
CONSULTANT peer review, led by David Powers & Associates, will provide peer-review of the
docwnent and submit a separate memorandum directly to CITY that discusses any potential
discrepancies in the initial reports and that can be used to guide discussions between CITY and
CONSULTANT.
Task 7. Design Contingency (Optional)
A placeholder budget has been provided for additional qesign and topographic survey services not
asswned in the base scope and budget. If necessary, CITY and CONSULTANT shall discuss each
additional task in writing and identify a cost for each service prior to commencement of work.
FUTURESTAGES:ENVIRONMENTALASSESSMENT,PRELIMINARY/FINALDESIGN
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Upon identification of the community-preferred alternative( s ), CITY and CONSULT ANT will begin
negotiations for the next phases of the project including Environmental Assessment, Preliminary
Desi~ and Plans, Specifications, and Estimates (PS&E). CITY Council authorization for award of
additional contracts will be required prior to the start of additional tasks. CITY anticipate dil'ect
negotiations with the CONSULT ANT for PS&E for the projects identified in this contract pending
the successful completion of the Feasibility Study phase discussed in this Agreement.
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EXillBIT "B"
SCHEDULE OF PERFORMANCE
CON SULTANT shall perlorm the Services so as to complete each milestone within the nuinber
of days/weeks/months specified below. The time to complete each milestone may be increased
or decreased by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the tenn of the Agreement.
Milestones
1. Kick Off Meeting
2. Baseline Maps
3. CommUnity Outreach
4. Technical Advisory Committee
5. Conceptual Plan lines
26
Completion
No. ofDays!Weeks/Months
FromNTP
30 Days
90Days
12 Months
18 Months
12 Months
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EX..'liBIT "C"
COMPENSATION
The 01Y agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTM'T under this Agreement for all services
described in Exhibit "A., ("Basic Services") and reimbursable expenses shall not exceed
$306,376.00. CONSULTAl'\lT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $369,445.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY•s Project Manager may approve in writing the transfer ofbudget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expcm;es, does not exceed $306,377.00 and the total
compensation for Additional Services does not exceed $369,445.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Taskl
(Project Startup)
Task2
(Ongoing Community Stakeholder
Outreach)
$53,121.00
$76,628.00
Task 3 $116,875.00
(Develop Study Component)
Task 4 $18,327.00
(Administration)
Sub-total Basic Services $264,951.00
Reimbursable Expenses $41,425.00
Total Basic Services and Reimbursable expenses $306,3 76
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Additional Services (Not to Exceed) $63,069.00
Maximum Total Compensation $369,445.00
REIMBURSABLE EXPENSES
The administrative, overhead, secreta.rial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULT ANT for the following reimbursable expenses at cost. Expenses for
which CONSULT ANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subJect to the City ofPalo Alto's policy for reimbursement of travel
and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $10,000.00 shall be approved in advance by the
CITY's project manager.
ADDITIONAL SERVICES
The CONSUL TANTshall provide additional services only by advanced, written authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed written proposal including a description of the scope of services, schedule, level of
effort, and CONSULTANT's proposed maximum compensation, including reimbursable
expense, for such services based on the rates set forth in Exhibit C-1. The additional services
scope, schedule an~ maximum compensation shall be negotiated and agreed to in writing by
the CITY's Project manager and CONSULTANT prior to commencement of the services.
Paytnent for additional services is subject to all requirements and restrictions in this
Agreement
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EXIllBIT "C-1"
HOURLY RATE SCHEDULE
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EXHffilT "D"
INSURANCE REQillREMENTS
CONTRACTORS TO TilE CITY OF PALO ALTO (CITY), ATTIIEffi. SOLE EXPENSE. SHALL FOR THE TERM OF THE CONTRACT OBTAIN
AND MAINTAIN INSURANCE IN THE AMOUNTS FOR TilE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITHAM
BEST'S KEY RATING OF A-:VIl, OR IDGHER, IJCENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN TlfE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLiANCE WITH CITY'S rNSURANCE REQUIREMENTS AS SJ>ECIFIED BELOW·
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
AGGREGATE OCCURRENCE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABlLITY STATIJTORY
BODrL Y lNJURY $1,000,000 $1,000,000
GENERAL UABlLITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODll.. Y INJURY&. PROPERTY DAMAGE $1,000,000 $1,000,000
LIABll..ITY COMBINED.
BODll..Y INniRY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBn.E UABR.ITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE COMBINED
PROFESSIONAL LIAB!UfY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000 000
THE CI1Y OF PALO ALTO IS TO BE NAMED AS AN ADDlTlONAL INSURED: CONTRACTOR. AT ITS SOLE COST AND EXPENSE,
SHAlL OBTAIN AND MAINTAIN, IN FULL fORCE AND EFFECTTHR.OUGHOUTTIIEENTIRET.ERM OF ANY RESULT ANT AGREEMENT,
THE INSURANCE COVERAGE HEREJN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS, IF Al'N, BUT
ALSO, WITH TilE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER' 5 IJABJLlTY AND PROFESSIONAL INSURANCE, NAMING
AS ADDIDONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEE'£.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN TIIIR1Y (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACfUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CJ1Y.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
lJJ. ENDORSEMENT PROVISIONS. WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PR!MARY COVERAGE
WITI:I RESPECT TO CLAlMS ARJSING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY TH[S POLICY lS PRIMARY Al'U) IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR 1HE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS IlABILTIY
1HE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS l.NSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHAlL NOT INCREASE. THE TOTAL LIABILITY OF
THE COMPANY UNDER TillS POUCY.
C. NOTICE OP CANCELLATION
1. IF THE POUCY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
1HANTHENON-PAYMENTOFPREMIUM, THEISSU.ING COMPANYSHAILPROVIDECITY
AT LEAST A THIRTY (30) DAY WRTITEN NOTICE BEFORE TilE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POUCY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (lO)DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCElLATION.
NOTICES SHALL BE MAD..ED TO:
PURCHASING AND CONTRACT ADIDNISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALOALTO,CA 94303
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CITY OF PALO ALTO CONTRACT NO. C14150694
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
MARK THOMAS & COMPANY FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 17th day of March, 2014, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and MARK THOMAS & COMPANY, a California corporation, located at 1960
Zanker Road, San Jose, CA 95112 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to make streetscape and pedestrian/bicycle improvements along the Charleston
Arastadero Corridor (“Project”) and desires to engage a consultant to provide professional design
services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through 10/31/2015 unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of
damages for delay if the extension is required due to the fault of CONSULTANT.
DocuSign Envelope ID: 5CC86598-C87E-47D5-8C4C-4EC8137A82BB ATTACHMENT E
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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both payment
for professional services and reimbursable expenses, shall not exceed six hundred and sixty-nine
thousand, seven hundred and sixty five Dollars ($669.765.00). In the event Additional Services are
authorized, the total compensation for services and reimbursable expenses shall not exceed sixty
seven thousand Dollars ($67,000.00). The applicable rates and schedule of payment are set out in
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”).
If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
DocuSign Envelope ID: 5CC86598-C87E-47D5-8C4C-4EC8137A82BB
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notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void.
SECTION 12. SUBCONTRACTING.
Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the
Services. The subconsultants authorized by CITY to perform work on this Project are:
- TJKM
- Gates
- DJ Powers
- Bicycle Solutions
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jimmy W. Sims, PE
as the Project Manager to have supervisory responsibility for the performance, progress, and
execution of the Services and to represent CONSULTANT during the day-to-day work on the
Project. If circumstances cause the substitution of the project director, project coordinator, or any
other key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written approval of
the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel
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who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present
a threat to the adequate or timely completion of the Project or a threat to the safety of persons or
property.
The City’s project manager is Holly Boyd, Public Works Department, Engineering Division, 250
Hamilton Ave., Palo Alto, CA 94303, Telephone:650-329-2612. The project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees
that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested
in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual
property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make
any of such materials available to any individual or organization without the prior written approval
of the City Manager or designee. CONSULTANT makes no representation of the suitability of the
work product for use in or application to circumstances not contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an “Indemnified Party”) from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
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term, condition or provision of this Agreement, 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.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full
force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D".
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement 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.
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19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given
to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided,
however, if this Agreement is suspended or terminated on account of a default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s
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 his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will
operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial interest under this Agreement is an officer
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as
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that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred
Purchasing policies which are available at the City’s Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero
Waste best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, and public education materials, shall be double-sided and printed on a
minimum of 30% or greater post-consumer content paper, unless otherwise approved
by the City’s Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 30% or greater post-consumer material and
printed with vegetable based inks.
Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Office.
Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of
the fiscal year and funds for this Agreement are no longer available. This section shall take
precedence in the event of a conflict with any other covenant, term, condition, or provision of this
Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
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25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
25.4. This document represents the entire and integrated agreement 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.
25.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
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25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when
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executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
Senior Asst. City Attorney
MARK THOMAS & COMPANY
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “D”: INSURANCE REQUIREMENTS
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Robert A. Himes
1/28/2014
President
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EXHIBIT “A”
SCOPE OF SERVICES
CHARLESTON & ARASTRADERO CORRIDOR PROJECT
DETAILED SCOPE OF WORK
The Project scope of work shall consist of the following tasks:
TASK A Site Analysis and Field Survey
1. The Consultant shall attend a kick‐off Meeting with City staff to review the
project scope and general field conditions.
2. The Consultant shall review and analyze the existing data augmented by
discussion with City staff including review of City‐provided information.
3. Consultant shall provide a field survey of site for purposes of use as a base plan.
The survey shall contain the following: curb and gutter, flow lines, sidewalks,
edge of pavements, edge of sidewalks, edge of pavement way (gutter line),
drainage structures, street lights, signage, roadway delineation, traffic signal
standards, trees, railroad facilities, and visible utility boxes and valves within the
roadway and sidewalk zones in order to prepare improvements along the
Charleston Road‐Arastradero Road Corridor between Charleston Road and
Fabian Way, and Arastradero Road and Miranda Avenue. Field elements and
drainage information not collected by the Consultant during this task that may
be identified in future tasks as required for the completion of design plans for
the project will be completed by the Consultant without additional payment.
4. The Consultant shall provide a site investigation including observation and
research, identifying all utilities, easements, right‐of‐way and signage and
striping/ median lane geometry, lighting and soil and tree conditions.
5. The Consultant shall develop site plans and cross sections show existing and new
grades, topography, location of trees, utilities, lights and structures including
intersections, road frontages and medians, invert elevations and direction of
flow to storm drains in the project area.
6. Plans shall be in AutoCAD 2012 format. Consultant shall also provide 5 hard copy
sets of the field survey (1 DRAFT Set/1 FINAL Set upon City Approval of Survey) ‐
24” x 36” sheets of consecutive plan views of roadway, including center medians
and sidewalk frontage planning areas and all intersections of the project corridor
from Fabian Way to Miranda Avenue at a scale of 1”=20’.
7. Consultant Survey and Base Mapping for the work described above will serve as
the Project Topographic Base Map. Survey Control will be provided to the design
team in both the hard copy and electronic version. Consultant will distribute
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project base mapping to all design team members and make accessible readily
upon each design state. This topographic base map will be the uniform “x‐reference”
for all design work. Topographic base mapping will be updated for all
subconsultants at the beginning of each design phase.
8. Consultant shall provide a 2 page technical report summarizing findings.
TASK B Environmental Assessment and Traffic Design Considerations
1. The consultant shall prepare a new Initial Study / Mitigated Negative Declaration. Relevant /
accurate information contained in the previously approved 2003 MND will be used much as
possible.
2. The City anticipates a Traffic Study to be required to allow for the consideration
of additional safety and roadway capacity configurations not included in the
original 2004 Corridor Study at the following intersections, the Consultant shall
be responsible for collecting peak‐hour turning movement count and 7‐day tube
count data to respond to the following design alternatives:
・ Charleston Road & Fabian Way
‐ Charleston Road Left Turn Signal Phasing Option
‐ Measure left turn storage capacity requirements
・ Charleston Road & Louis Road‐Montrose Avenue
‐ Reconfiguration of Median Island Access and Pedestrian Improvements
・ Charleston Road & Middlefield Road
‐ Reconfigure Bicycle Lanes and consider option for Dedicated WBRT lane
‐ Measure left turn storage capacity requirements
‐ Consider Bicycle Box Treatments
・ Charleston Road & Nelson Drive
‐ Bicycle Box or Intersection Bulb‐Out Improvements
‐ Measure left turn storage capacity requirements
・ Charleston Road & Hoover School Driveway
‐ Existing break in painted Median Island, validate Charleston Road Left
storage capacity requirements
・ Charleston Road & Carlson Court
‐ Measure left turn storage capacity requirements
‐ Bicycle Box or Intersection Bulb‐Out Improvements
・ Charleston Road & Mumford Pl
‐ Existing uncontrolled Crossing, consider Enhanced Crosswalk Improvements
‐ Measure left turn storage capacity requirements
・ Charleston Road & Wright Place
‐ Existing uncontrolled crossing with transit operations, consider Enhanced
Crosswalk Improvements
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・ Charleston Road & Alma Street
‐ Existing adjacent Caltrain operations
‐ Evaluate opportunities to clearly designate bicycle lane facilities across intersection
and trackway
・ Charleston Road & Park Boulevard
‐ Evaluate opportunity for median islands across intersection providing limited right turn
only access from Park Boulevard
‐ Evaluate Enhanced Crosswalk Improvement opportunities across Charleston Road
・ Charleston Road & Ruthelma Avenue
‐ Existing uncontrolled crosswalk across Charleston Road, evaluate for
Enhanced Crosswalk Treatments
・ Charleston Road & Wilkie Way
‐ Existing traffic signal facility, evaluate for permitted left turn lanes on
Charleston Road or with exclusive left turn signal phasing
‐ Wilkie Way is a Bicycle Boulevard crossing, consider special intersection
improvements including exclusive microwave bicycle detection and
roadway markings
・ El Camino Real & Charleston Road‐Arastradero Road
‐ Caltrans maintained intersection; evaluate intersection for bicycle‐pedestrian
focused treatments including intersection bulb‐outs to
support future Bus Rapid Transit (BRT) operations planned by the VTA
‐ Consider removal of existing Free Right Turn “Slip Lanes” at intersection
・ Arastradero Road & Alta Mesa‐McKellar Lane
‐ Evaluate intersection for median island improvements to restrict left turn
access out of Alta Mesa‐McKeller but allow left turns off of Arastradero Road
‐ Evaluate Transit Shelter/Bike Station at westbound approach of intersection
・ Arastradero Road & Clemo Drive‐Suzanne Drive
‐ Existing Enhanced Crosswalk location, consider additional bicycle‐pedestrian
safety measures including widening of sidewalk widening at Briones Park
‐ Study alternative to provide permanent No Parking Restrictions along the
South side of Arastradero Road westerly from Suzanne Drive
‐ Protect fire station access at intersection and along Arastradero Road frontage
・ Arastradero Road & Los Palos Avenue
‐ Evaluate opportunities to improve left turn egress access from Los Palos Avenue to
westbound Arastradero Road
・ Arastradero Road & Coulombe Drive
‐ Evaluate options for Bike Box facilities at intersection
‐ Evaluate option for Cycle Track with Sidewalk Widening along the South
side of Arastradero Road westerly to Terman Drive‐Donald Drive
‐ Existing signal with permitted‐protected signal phasing, study appropriate
left turn capacity storage requirements
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‐ Consider intersection bulb‐out treatments along North side of
intersection
・ Arastradero Road & Pomona Avenue‐King Arthur Court
‐ Evaluate opportunities left turn egress access from side streets onto
Arastradero Road
‐ Measure left turn storage capacity requirements
‐ Evaluate intersection bulb‐out treatments at Pomona Avenue
‐ Evaluate sidewalk widening along the South side of Arastradero Road
west of Pomona Avenue to Terman Drive‐Donald Drive
・ Arastradero Road & Donald Drive‐Terman Drive
‐ Evaluate opportunities for intersection bulb‐out treatments
‐ Evaluate Terman Drive operations and provide recommendations for
improvements to improve circulation out of Terman Drive
‐ Evaluate opportunity to provide dedicate EBRT movement at the
intersection
‐ Measure left turn storage capacity requirements
・ Arastradero Road – Georgia Avenue to Donald Drive‐Terman Drive
‐ Measure left turn storage capacity requirements, protect two‐way left turn access for
side streets along North side of Arastradero Road
・ Arastradero Road – West of Georgia Avenue
‐ Evaluate options to provide Cycle Track or Improved sidewalk access along the north
side of Arastradero Road to Gunn High School
‐ Evaluate options to provide decorative guard rail and widened sidewalk treatments
along the South side of Arastradero Road to Miranda Avenue
‐ Measure left turn storage capacity requirements to Georgia Avenue, Arastradero West
Apartments, and Alta Mesa Cemetery Driveway
‐ Evaluate trail integration options at Hetch‐Hetchy Los Altos Trail intersection on South
side of Arastradero Road; no trail crossing along the North side of Arastradero Road
・ Arastradero Road & Gunn High School Driveway
‐ Consider Bike Box treatments at intersection
‐ Evaluate left turn storage requirements at intersection and consider traffic signal
phasing improvements to improve intersection capacity
・ Arastradero Road & Miranda Avenue
‐ Evaluate opportunities to provide WBLT lane to Southbound Miranda Avenue
3. Provide required documentation for NEPA certification as required by Caltrans Local
Assistance including Traffic Assessment, Visual Impact Assessment, Technical
Memorandums for Air Quality, Biology, Hydraulic Study, Land Use and Cultural Impact,
Hazard Materials, Historical Resources, Temporary 4(f) Impact, Tree
Preservation/Removal, Construction Staging, etc.
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4. Consultant shall provide value engineering report to help determine project elements
and limits of work for each phase.
5. Consultant shall provide an arborist report per the City’s Tree Technical Manual
for trees in the public‐right‐of‐way along with corridor.
6. Consultant shall provide innovative storm drain study for water conservation
and irrigation design.
7. Coordination with Caltrans and prepare a Project Study Report (PSR) for traffic
signal/intersection modification at El Camino Real & Charleston Road‐
Arastradero Road.
TASK C Plan Line Development and Public Meetings
Immediately upon survey of the project area and collection of traffic data, the Consultant shall
begin development of Plan Line Alternatives for presentation to the community. The Consultant
shall develop up to five Plan Line Alternatives and begin an extensive public outreach process to
develop a Preferred Community Plan Line Alternative that will serve as the basis for the
development of Plans, Specifications, and Cost Estimates (PS&E) for the project. The Consultant
should allow up to six months of community outreach for the development of the Preferred
Community Plan Line Alternative.
The City anticipates the following community outreach meeting schedule for development of
the Preferred Community Plan Line:
・ General Community Outreach Meetings (3 Total)
・ Neighborhood Specific Focused Outreach Meetings (4 Total)
o Green Meadow/Walnut Grove
o Monroe Park/Charleston Meadows
o Barron Park
o Palo Alto Orchard/Green Acres I/II
・ Study Session with Planning & Transportation Commission
・ Study Session with Palo Alto Bicycle Advisory Committee
・ Study Session with City‐School Traffic Safety Committee
・ Study Session with City Council
・ Presentation Planning & Transportation Commission
1. Consultant shall prepare all outreach, notices and meeting and presentation
materials for stakeholder, community and public meetings. Each meeting should
be scheduled for four hours including travel time.
2. Deliverables:
o Community Preferred Plan Line Alignment for Charleston Road‐
Arastradero Road Corridor Project
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TASK D Conceptual and Preliminary Designs
Upon approval the Community Preferred Plan Line Alignment, the Consultant shall begin
development of Conceptual and Preliminary Design to engage the community on the
identification of Streetscape Treatments along the corridor including development of
Community‐Preferred Landscape and Streetscape Furniture Palette’s.
1. The conceptual and preliminary design task includes selecting the locations of
the new crosswalks, signs, street lighting & traffic signal standards, and
intersection improvements, medians and curb bulb‐outs. Prepare presentation
boards for City staff to use at public meetings. Consultant to provide section and
elevation concept plans.
2. Prepare all noticing, presentation materials, plan sets copies, meeting summaries
for public meetings to present preliminary design proposals, and act as facilitator
of the meetings.
3. Meet and confer with City Staff to respond to and address City, stakeholder and
Community comments.
4. Present the plans to the stakeholder, community, Public Art Commission,
Architectural Review Board and to the Planning and Transportation Commission
and address comments. Each meeting should be scheduled for four hours
including travel time.
5. Collect comments received during Conceptual and Preliminary Designs to include
in project specifications.
6. Refined cost estimates based on value engineering.
Public Art Programming & Coordination
Provide consultation and technical input on the solicitation of offers for public art, the
selection of qualified artists and selection of public art proposals.
・ Coordination with Arts Commission during the early design stages
・ Work with City, users and design team in the selection art sites available within
the project area
5. ADDITIONAL SERVICES: SUBJECT TO ADDITIONAL COMPENSATION
Additional services may be required and services are subject to project manager
approval. Examples of services are as follows:
・ Additional meetings with ARB, Council and the public and associated materials
・ Additional plan drawings and revisions
6. INFORMATION and SERVICES PROVIDED BY the City of Palo Alto
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The City will provide the following during the design phase:
・ Base Map from GIS for use in Identifying City‐Owned Utility Information
・ 2004 Charleston/Arastradero Corridor Plan
・ 2004 Initial Study and Mitigated Negative Declaration
・ AutoCAD title block
・ Plan line drawings submitted as part of the OBAG and VERBS Grant Applications
・ City standard construction details and technical specifications for irrigation work,
asphalt, concrete, sidewalk, curb and gutter, tree planting, landscaping and
median details in AutoCAD 2012;
・ Environmental documents;
・ City staff shall assist in obtaining design review comments from City staff;
The City will provide the following during the Bid and Construction phase:
・ City shall advertise, provide bidders list, assist in obtaining bid document review
comments and reproduce copies of bid and construction documents to
contractors.
・ City shall provide general and supplementary conditions and City’s boilerplate
specifications (work hours, duration, truck routes, etc.)
Consultant is responsible for reviewing and verifying all supplied information.
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the term of the Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt
of the notice to proceed.
TIMELINE:
Weeks from NTP
Task 1 – Site Analysis and Field Surveys
Field Surveys and Aerial Mapping 10
Task 2 – Environmental Assessment and Traffic Design
Considerations
Traffic Study 20
CEQA and NEPA 50
Caltrans PEER 50
Task 3 – Plan Line Development and Public Meetings 40
Task 4 – Conceptual and Preliminary Design 55
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Basic Services”) and reimbursable expenses shall not exceed
$669,765. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $67,000. Any work performed or expenses incurred
for which payment would result in a total exceeding the maximum amount of compensation
set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY’s Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $669,765 and the total
compensation for Additional Services does not exceed $67,000.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $71,588
(Site Analysis and Field Survey)
Task 2 $300,225
(Environmental Assessment and Traffic Design Considerations)
Task 3 $207,598
(Plan Line Development)
Task 4 $90,354
(Conceptual and Preliminary Designs)
Sub-total Basic Services $669,765
Reimbursable Expenses $0
Total Basic Services and Reimbursable expenses $669,765
Additional Services (Not to Exceed) $67,000
Maximum Total Compensation $736,765
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EXHIBIT “C-1”
HOURLY RATE SCHEDULE
Project Manager: $245/hr
Lead Civil Designer: $178/hr
Project Engineer: $178/hr
Utility Lead Designer: $178/hr
VA Lead Designer: $178/hr
Drainage Designer $140/hr
Design Engineer III: $128/hr
Design Engineer II: $113/hr
Design Engineer I: $105/hr
Engineering Tech: $74/hr
Survey Manager: $158/hr
Field Surveyor: $116/hr
Right of Way Coordinator: $116/hr
1 person field survey crew: $160/hr
2 person survey crew: $215/hr
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN
THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS,
IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL
INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
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Recommended Facilities and Conditions | 6-3
Alta Planning + Design
Chapter 6
Map 6-1. Proposed Bikeway Network
ATTACHMENT F
6-4 | Bicycle + Pedestrian Transportation Plan
City of Palo Alto
Chapter 6
ORDINANCE NO.xxxx
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL YEAR 2014 TO
PROVIDE AN APPROPRIATION OF $335,000 TO CAPITAL
IMPROVEMENT PROGRAM PROJECT NUMBER PE-13011,
CHARLESTON/ARASTRADERO CORRIDOR PROJECT SUPPORTED
BY A TRANSFER FROM THE CHARLESTON/ARASTRADERO
DEVELOPMENT IMPACT FEE FUND TO THE CAPITAL
IMPROVEMENT PROJECTS FUND.
The Council of the City of Palo Alto does ordain as follows:
SECTION 1. The Council of the City of Palo Alto finds and
determines as follows:
A. Pursuant to the provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Council on
June 10, 2013 did adopt a budget for fiscal year 2014; and
B. In fiscal year 2013, the Council appropriated $250,000
for CIP Project PE-13011, Charleston/Arastradero Corridor
Project, for the design of the permanent reconfiguration
identified in the Council adopted Charleston/Arastradero
Corridor Plan. Also in fiscal year 2013, $210,505 was moved
from CIP Project PL-05002 Charleston/Arastradero Corridor Plan
to CIP Project PE-13011, Charleston/Arastradero Corridor
Project to consolidate these two projects into one project;
and
C. Following a bid process, staff recommends that a
contract in the amount of $736,765 be awarded to Mark Thomas &
Company for conceptual and preliminary designs of the project;
and
D. Additional funding is also required for seven public
outreach meetings planned for FY 2014 at a cost of
approximately $5,500 per meeting; and
E. CIP Project PE-13011 has available funds of $440,368
requiring additional funding of $335,000 from the
Charleston/Arastradero Development Impact Fee Fund; and
F. City Council authorization is needed to amend the 2014
budget as hereinafter set forth.
SECTION 2. The sum of Three Hundred Thirty-Five Thousand
Dollars ($335,000) is hereby appropriated to CIP Project PE-
13011, Charleston/Arastradero Corridor Project.
SECTION 3. Three Hundred Thirty-Five Thousand Dollars
($335,000) is hereby transferred from the
Charleston/Arastradero Development Impact Fee Fund.
SECTION 4. As provided in Section 2.04.330 of the Palo
Alto Municipal Code, this ordinance shall become effective
upon adoption.
SECTION 5. Because the construction phase will receive
state and local grant funds originating from the federal
government, the environmental assessment of the Charleston-
Arastradero Corridor Project must be conducted to comply with
both the National Environmental Policy Act (NEPA) and
California Environmental Policy Act (CEQA). An Initial Study
and Mitigated Negative Declaration were prepared in 2004.
Mark Thomas & Company will assist staff with the preparation
of the required environmental documents. In support of the
environmental analysis, the consultant will conduct the
special technical studies as required by Caltrans for the NEPA
process.
INTRODUCED AND PASSED:
Deleted: SECTION 4. As specified in
Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds
vote of the City Council is
required to adopt this ordinance.¶
Deleted: 5
Deleted: 6
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:
_________________________
City Clerk
__________________________
Mayor
APPROVED AS TO FORM:
_________________________
Senior Assistant City
Attorney
__________________________
City Manager
__________________________
Director of Public Works
__________________________
Director of Administrative
Services