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HomeMy WebLinkAboutStaff Report 8135 City of Palo Alto (ID # 8135) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/12/2017 City of Palo Alto Page 1 Summary Title: Approve Contract with AECOM for the Baylands Comprehensive Plan Title: Approval of a Contract with AECOM in the Amount of $330,000 for the Development of the Baylands Comprehensive Conservation Plan (PG -17000) From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve a Professional Services Agreement with AECOM in the amount of $330,000 for the development of a Baylands Comprehensive Conservation Plan (Attachment A) funded in the Baylands Comprehensive Conservation Plan Capital Project (PG-17000). Background The 1,940-acre Baylands Preserve is one of the largest tracts of undisturbed marshland remaining in the San Francisco Bay. Fifteen miles of multi-use trails provide access to a unique mixture of tidal and fresh water habitats. The Preserve is a major migratory stopover on the Pacific Flyway and also home to a substantial resident population of birds. Several threatened and endangered plant and animal species are also present in the Baylands. In 1978, the City adopted the Baylands Master Plan as a long-range plan for treating the Baylands as an integrated whole and balancing ecological preservation with continued commercial and recreational use. The overall goal was to preserve and enhance the unique irreplaceable resources while providing a framework and guide for future actions in the area. Since its adoption, the document has evolved and was updated several times. The most recent update was adopted by Council on October 6, 2008 (Resolution No. 8864). The Baylands Master Plan mentions that in the future, a Baylands Comprehensive Conservation Plan would be completed and may include specific programs to achieve the goals and policies of the Baylands Master Plan. City of Palo Alto Page 2 In 2006, the City contracted with Environmental Science Associates (ESA) to prepare the Baylands Comprehensive Conservation Plan for the entirety of the Baylands Nature Preserve. Due to budget issues, the funding was removed and the project was terminated; however, a Baylands Comprehensive Conservation Plan (PG-17000) was approved in the FY17 Adopted Capital Budget. Discussion Scope of Services Description The purpose of the Baylands Comprehensive Conservation Plan (BCCP) is to develop guiding principles and best management practices for the Palo Alto Baylands Nature Preserve. The BCCP will provide City staff, the Parks and Recreation Commission and City Council with clear direction on how to manage the Baylands using an ecosystem- based model that considers both conservation and recreation goals. As stewards of the Baylands, it is essential to develop a clear set of best management practices and strategies to guide how management, maintenance, and enhancement of the Baylands should be conducted. The BCCP will provide tools for open space staff to implement immediately and in the near term, and may also recommend future projects and program enhancements as funding allows. The BCCP will identify and include the following items listed below: 1. Set forth the vision, goals, objectives, and strategies that will define the management direction of the Baylands Nature Preserve for the next 15 years. 2. A prioritized Action Plan to realize the goals, objectives, and strategies that reflect current/anticipated funding, staffing and volunteer levels. 3. The Action Plan to provide clear guidance on how to accomplish the following: a. Conserve, restore, enhance, create, and acquire habitats to support the diversity and abundance of the flora and fauna in the Baylands. b. Provide the community and other visitors with compatible wildlife-oriented outdoor recreation opportunities to enjoy, learn about, and appreciate the resources of the Baylands. c. Inspire park visitors and increase public awareness and understanding of the Baylands through diverse environmental education programs and interpretation that encourages and promote environmental stewardship and conservation. d. Ensure that Public Art is appropriate for the Baylands, and located in appropriate locations. This will include a Public Art Plan specific for the Baylands area (east of Highway 101) 4. A Design Plan for the Byxbee Park Hills, which will build upon the 2015 Byxbee Park Hills Interim Plan. The Design Plan will be used to implement the Capital Improvement Project for Byxbee Park Completion (PE-18006). City of Palo Alto Page 3 5. Assessment of the Baylands former ITT property including the best use of the site and existing facilities in the future. Summary of Solicitation Process A competitive solicitation process was initiated in December 2016 by Community Services and Purchasing staff with the goal of attracting consultants with expertise and knowledge in wetland ecology, South San Francisco Bay vegetation and wildlife, environmental education, recreation, and stakeholder and community engagement. A Request for Proposals (RFP# 166482) was issued in December 13, 2016. Prospective bidders were allowed 30 days to respond to accommodate the standard December and January holiday schedule. A pre-bid meeting was held via telephone to review the scope of work and to allow verbal responses to questions from consulting firms. Three firms submitted proposals to complete the BCCP. An evaluation committee consisting of Community Services Department staff reviewed the proposals and all three firms were invited to participate in oral interviews. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP. The three firms that submitted proposals were:  AECOM, Sacramento, CA  MIG, San Jose, CA  Perkins+Will, San Francisco, CA The evaluation committee selected AECOM as the consultant with the most experience that directly relates to development of the BCCP, including knowledge of South San Francisco Bay ecosystems, experience leading public engagement efforts, and experience in natural resource management in parks. A summary of the solicitation process is below. Baylands Comprehensive Conservation Plan RFP# 166482 Proposed Length of Project: 18 months Proposals posted to Planet Bids: January 19, 2017 Total Days to Respond to Proposal: 30 days (December 13, 2016 to January 19, 2017) Pre-proposal (Telephone) Meeting Date: January 4, 2017 at 1:00PM Number of Proposals Received: 3 Timeline The term of this agreement is June 12, 2017 (contract execution date) through December 31, 2019. Resource Impact Funding for this study and planning process is included in Capital Improvement Plan City of Palo Alto Page 4 project PG-17000: Baylands Comprehensive Conservation Plan, which was adopted by Council in Fiscal Year 2017. This project is for development of the BCCP only. Funding for projects recommended in the Plan will be brought forward in future budgets, as necessary. Grant opportunities and public/private partnerships will also be pursued as a mechanism to fund future projects or programs. Many grant opportunities are only possible if the local agency has an adopted conservation plan in place. The Baylands already benefits from thousands of hours of environmental volunteer time annually and it is expected that future restorations and enhancements will be completed with the assistance of our dedicated volunteers. Policy Implications Completion of the BCCP directly supports Comprehensive Plan Policy N-1: Manage existing public open space areas and encourage the management of private open space areas in a manner that meets habitat protection goals, public safety concerns, and low impact recreation needs. The BCCP also supports Comprehensive Plan Policy N-8: Preserve and protect the Bay, marshlands, salt ponds, sloughs, creeks, and other natural water or wetland areas as open space. The Draft Parks, Trails, Natural Open Space and Recreation Master Plan includes the following policy and program related to this contract: Policy 4.A In natural open space, ensure activities, projects and programs are compatible with the protection of nature. Program 4.A.1 Develop comprehensive conservation plans for Baylands Preserve, Foothills Park, Esther Clark Park and Pearson-Arastradero Preserve to identify strategies to balance ecosystem preservation, passive recreation and environmental education. Environmental Review Environmental review pursuant to Section 15262 of the California Enviornmental Quality Act (CEQA) guidelines is not included in this contract. A programmatic CEQA review will begin in fiscal year 2019 to coincide with the completion of the BCCP. Attachments:  Attachment A - Contract with AECOM CITY OF PALO ALTO CONTRACT NO. C17166482 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND AECOM FOR PROFESSIONAL SERVICES This Agreement is entered into on this 15th day of April, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and AECOM Technical Services, Inc, a Delaware Corporation, located at 220 L Street, Suite 400, Sacramento, CA 95811 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement: A. CITY intends to engage the CONSULTANT to proceed with the Baylands Comprehensive Conservation Plan (“Project”) and desires to engage CONSULTANT to develop guiding principles and best management practices to holistically manage the Palo Alto Baylands by balancing ecosystem protection, environmental education and passive recreational uses 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 at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on- call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A- 1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 2 work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through September 30, 2018 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. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”) and reimbursable expenses shall not exceed Three-Hundred-Thirty-Thousand Dollars ($330,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Three-Hundred-Thirty-Thousand Dollars ($330,000). 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. 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 at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed within each task and the applicable charges including an identification of personnel who performed the services. CONSULTANT shall send all invoices to the CITY’s project manager at the address specified in Section 13 below. 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 and approval by CITY’s project manager. 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 subcontractors, if permitted, have and shall maintain during the term of this Agreement all DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 3 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 is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections to such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to 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 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. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the CITY manager or designee. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 4 subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: (not applicable) CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subcontractor. CONSULTANT shall change or add subcontractors only with the prior approval of the CITY’s Project Manager or her designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Rod Jeung as its Project Director to have supervisory responsibility for the performance, progress, and execution of the Services and Petra Unger as the CONSULTANT’S Project Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the Project Director, Project Manager, 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. CITY’s Project Manager is Kristen O’Kane, Assistant Director, Community Services Department, Lucie Stern Community Center, 1305 Middlefield Road, Palo Alto, CA 94303. Telephone: (650) 463-4908. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 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. DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 5 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 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, 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 DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 6 days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The CITY Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. 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. 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: DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 7 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 subcontractors, 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 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 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 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: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 8 invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the CITY, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the CITY of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 9 Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the CITY Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the CITY of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. 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. 27.5. 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. 27.6. 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. 27.7. 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. DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 10 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 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. 27.10 All unchecked boxes do not apply to this agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement // // // // // // // // // // // DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 1 CONTRACT No. C17166482 SIGNATURE PAGE 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: CITY Attorney or designee AECOM, INC. Officer 1 By: Name: Petra Unger Title: Principal – Natural Resources Officer 2 (Required for Corp. or LLC) By: Name: Dennis Bane Title: Vice President Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1”: DIAGRAM OF THE BAYLANDS EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 2 EXHIBIT “A” SCOPE OF SERVICES BAYLANDS COMPREHENSIVE CONSERVATION PLAN PURPOSE AND OBJECTIVES The purpose of the Baylands Comprehensive Conservation Plan (BCCP) is to develop guiding principles and best management practices to holistically manage the Palo Alto Baylands Nature Preserve (as generally marked in Exhibit A-1) by balancing ecosystem protection, environmental education and passive recreational uses. The BCCP will provide CITY, its staff, the Parks and Recreation Commission and City Council with clear direction on how to manage the Baylands using an ecosystem-based model that considers both conservation and recreation goals. The BCCP will identify and include the following items, which are explained more fully in the tasks below: 1. The vision, goals, objectives, and strategies that will define the management direction of the Baylands Nature Preserve for the next 15 years. 2. A prioritized Action Plan to realize the goals, objectives, and strategies that reflect current/anticipated funding, staffing and volunteer levels. 3. The Action Plan should provide clear guidance on how to accomplish the following: a. Conserve, restore, enhance, create, and acquire habitats to support the diversity and abundance of the flora and fauna in the Baylands. b. Provide the community and other visitors with compatible wildlife-oriented outdoor recreation opportunities to enjoy, learn about, and appreciate the resources of the Baylands. c. Inspire park visitors and increase public awareness and understanding of the Baylands through diverse environmental education programs and interpretation that encourages and promote environmental stewardship and conservation. d. Ensure that Public Art is appropriate for the Baylands, and located in appropriate locations. This will include a Public Art Plan specific for the Baylands area (east of Highway 101) 4. A Design Plan for the Byxbee Park Hills, which will build upon the 2015 Byxbee Park Hills Interim Plan. The Design Plan will be used to implement the FY18 Capital Improvement Project for Byxbee Park Completion. TASK 1: DEVELOP WORKPLAN The CONSULTANT and CITY staff will together finalize a detailed scope of work tasks and schedule. All existing information that will need to be provided by the CITY and any other relevant organization will be identified in this task. Meetings to Include: • Meeting with CITY staff to review scope and schedule DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 3 CONSULTANT’S Deliverables:  Scope and schedule  Request for information letter(s) to CITY and other parties TASK 2: IDENTIFY EXISTING HABITAT AREAS, USES AND MANAGEMENT PRACTICES CONSULTANT will identify and map vegetation and habitat areas, including critical habitat and established mitigation areas using existing data sources and verify them in the field. Additional information to be mapped includes existing trails and other recreational facilities, public art installations, interpretive center and signage, other non-recreational features and facilities. The CONSULTANT will also identify the existing uses at the Baylands including the estimated volume and frequency of use (e.g., plant nursery, volunteer programs, organized recreational camps and programs, environmental education tours and programs, passive recreation, etc.). CONSULTANT will also report on the current management and maintenance practices conducted by City of Palo Alto staff. Meetings to Include:  Walking/driving tour of Baylands with CITY staff  Meeting(s) with City Open Space and Public Art staff to review current management/maintenance practices  Meetings with Baylands volunteers and experts CONSULTANT’S Deliverables:  Base map(s) of existing vegetation types, habitat areas, recreational trails and facilities, non-recreational features and facilities  Report on existing conditions of Baylands including critical habitat, wildlife corridors, mitigation areas, public access areas, interpretive messaging and public art  Report on type and frequency of existing uses at the Baylands  Report of current management practices TASK 3: ESTABLISH A STAKEHOLDER ADVISORY GROUP CONSULTANT will develop and implement a stakeholder engagement plan including working with CITY to identify the target audiences and key stakeholders who will provide input on the BCCP during development. The stakeholder engagement plan should include timing of stakeholder participation. CONSULTANT will generally be present at all Stakeholder Advisory Group meetings and will work with CITY staff to draft meeting agendas and summaries. CONSULTANT may also be called on to meet other stakeholders, including the CITY’s City Council and regional, state, and federal agencies that may impact future Baylands activities. Meetings to Include: • Stakeholder Advisory Group meetings (number TBD)  Periodic meetings with the CITY and governmental agencies. CONSULTANT’S Deliverables:  Stakeholder Engagement Plan  Stakeholder meeting agendas and meeting summaries DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 4 TASK 4: SUMMARIZE FUTURE PLANNED CHANGES TO LAND, USES, AND ACTIVITIES CONSULTANT will summarize any future capital improvement projects, maintenance projects, public art installations, revegetation efforts and land use changes that are currently planned or proposed. This would include any future activities or uses by the CITY or a third party that are budgeted or planned for the future. CONSULTANT’S Deliverables:  Report summarizing planned improvements, projects, and/or changes to features or facilities TASK 5: VISION, GOALS AND OBJECTIVES The CONSULTANT will facilitate meetings with CITY staff and the Stakeholder Advisory Group to develop a Vision, Goals and Objectives for the BCCP. The Vision, Goals and Objectives should guide the management of the Baylands for the next 15 years and reflect the multitude of uses within the Baylands (habitat, wildlife, recreation, environmental education, public art). Meetings to Include:  Stakeholder Advisory Group meeting(s) (as identified in Task 3) CONSULTANT’S Deliverables:  Draft Vision, Goals and Objectives  Draft Final Vision, Goals and Objectives  Final Vision, Goals and Objectives TASK 6: OPPORTUNITIES ANALYSIS AND BEST MANAGEMENT PRACTICES Using the information and data collected in Tasks 2, 3 and 4, CONSULTANT will identify and prioritize opportunities for improved conservation practices and enhancements to the recreation system including, but not limited to, wildlife-appropriate public access, areas to preserve as wildlife habitat, areas to develop trails or other recreational amenities, and best management practices for the holistic management of wildlife, habitat and recreation. Opportunities for placement of interpretive messaging and appropriate public art will also be identified. A prioritized schedule of future projects related to these identified opportunities will be included. An analysis of limitations and restrictions due to protection of critical habitat, protected plant and wildlife species, or existing land uses will be completed and considered in the opportunities analysis. Meetings to Include:  Parks and Recreation Commission  Public Art Commission  Stakeholder Advisory Group CONSULTANT’S Deliverables:  Draft Opportunities Analysis Report, including: DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 5 -Critical areas to preserve as wildlife habitat and wildlife corridors -Opportunities for wildlife-appropriate public access -Proposed trails or other recreation areas -Prioritization schedule -Best management practices -Opportunities for interpretive messaging and signage -Appropriate types of and locations for public art  Final Opportunities Analysis Report TASK 7: IMPACTS TO BAYLANDS FROM CLIMATE CHANGE/SEA LEVEL RISE CONSULTANT will use existing data and predictions on climate change and sea level rise to assess the potential impacts to wildlife and vegetation communities in the Baylands. A discussion of types of management adaptations in response to sea level rise will be included. CONSULTANT’S Deliverables:  Report summarizing predicted impacts to Baylands from sea level rise, including map(s), data sources and management adaptations TASK 8: ACTION PLAN CONSULTANT will develop an Action Plan that identifies and prioritizes realistic and specific actions that will guide achievement of the goals, objectives, and strategies. The actions should reflect current and projected funding, staffing and volunteer levels. The Action Plan should provide clear guidance on how to: 1. Conserve, restore, enhance, create, and acquire habitats to support the diversity and abundance of the flora and fauna in the Baylands a. CONSULTANT will provide guidance and best management practices on how to manage the vegetation and habitat to maximize wildlife benefits (where to focus volunteer and staff efforts to remove invasive plants and plant native plants, the appropriate species of native plants, including prioritization) b. CONSULTANT will provide guidance and best management practices on wildlife management, including pest management of non-native plants and animals. c. CONSULTANT will provide guidance on how to manage the Duck Pond and flood basin to increase its habitat value, while continuing to allow wildlife- appropriate public access 2. Provide the community and other visitors with compatible wildlife-oriented outdoor recreation opportunities to enjoy, understand, and appreciate the resources of the Baylands 3. Inspire park visitors and increase public awareness and understanding of the Baylands through diverse environmental education and interpretation that helps encourage and promote environmental stewardship and conservation DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 6 a. This should include a comprehensive design guide for interpretive displays, signage and messaging to ensure that the entire preserve, including all the facilities (the Baylands, Lucy Evans Nature Interpretive Center, Nature Plant Nursery, EcoCenter, etc.), provide a complimentary interpretive message to our diverse group of park visitors. b. Ensure that future temporary and permanent Public Art installations are appropriate for the Baylands, may enhance interpretive and visitor engagement goals, and identify potential locations for temporary and permanent public art. This will include a Public Art Plan specific for the Baylands area (east of Highway 101) and use the recently adopted Public Art Master Plan as a guiding document. CONSULTANT’S Deliverables:  Draft Action Plan  Final action plan TASK 9: DESIGN PLAN FOR BYXBEE PARK HILLS MASTER PLAN CONSULTANT will develop a Design Plan for the Byxbee Park Hills. The Plan will incorporate lessons learned and build upon the 2015 Byxbee Park Hills Interim Plan. The Design Plan will include a design that will guide management of vegetation and wildlife habitat, and the development of trail alignment, benches and signage, parking for the Byxbee Park Hills, and any other amenities that are supported by the BCCP and the community. Meetings to include:  Discussion with CITY over CONSULTANT’S Draft Design Plan CONSULTANT’S Deliverables:  Draft Design Plan  Final Design Plan TASK 10: ASSESSMENT OF BAYLANDS FORMER ITT PROPERTY CONSULTANT will conduct an assessment of a 36.5 acre parcel of land located within the Baylands to determine the best use for the site. On June 27, 2016, City Council approved the purchase of a 36.5 acre exclusive easement from Global Wireless at the former ITT site located in the Baylands. CITY currently owns the underlying fee title to the site and after completing the purchase, it will have full ownership, control and possession of the site. There are currently five buildings on the site, which were determined in 1998 to be eligible for the National Register of Historic Places. The process to dedicate the 36.5 acres as parkland is underway, however; the best use of the site, including the existing facilities and structures remains uncertain. CONSULTANT will evaluate the site and develop an assessment of possible uses for the site recognizing both the ecological and historical significance it represents. Possible alternatives could include site restoration, structure removal or structure restoration for a variety of purposes. CONSULTANT will prepare DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 7 a report with the results of the alternatives assessment. The assessment will include a description of benefits, costs, including regulatory requirements of each alternative. CONSULTANT’S Deliverables:  Alternatives assessment for the 36.5 acre parcel TASK 11: DRAFT BAYLANDS COMPREHENSIVE CONSERVATION PLAN The CONSULTANT will prepare a draft BCCP for staff, Stakeholder Advisory Group, Commission, and City Council review. The report will include all of the elements included in the Scope of Work, including a summary of stakeholder engagement efforts. The CONSULTANT will be available to present the Draft BCCP to the Stakeholder Advisory Group, Parks and Recreation Commission, Public Art Commission and City Council. Meetings to Include:  Stakeholder Advisory Group (presentation)  Parks and Recreation Commission (presentation)  Public Art Commission (presentation)  City Council meeting (presentation) CONSULTANT’S Deliverables:  Draft Baylands Comprehensive Conservation Plan  PowerPoint presentation slides TASK 12: FINAL BAYLANDS COMPREHENSIVE CONSERVATION PLAN CONSULTANT will prepare a Draft of the Final BCCP for staff review. Upon review and approval by CITY staff, a Final BCCP will be presented to the Stakeholder Advisory Group, Parks and Recreation Commission, Public Art Commission and City Council. Meetings to Include:  Stakeholder Advisory Group (presentation)  Parks and Recreation Commission (presentation)  Public Art Commission (presentation)  City Council meeting (presentation) CONSULTANT’S Deliverables:  Draft Final Baylands Comprehensive Conservation Plan  Final Baylands Comprehensive Conservation Plan  Revised PowerPoint presentation slides DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 8 EXHIBIT “A-1” DIAGRAM OF BAYLANDS The thin red line outlines the area of the Baylands. The blue lines are also intended to help mark the areas that are included in the Baylands. DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 9 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within from execution of the Agreement to September 30, 2018. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within two weeks of receipt of the notice to proceed. The schedule of work shall include an estimated budget for each task (and any others not identified below), including estimated work hours for each person working on that task and their billable rate. The CITY’s City Manager (or his designee(s)) shall approve the schedule of work, at which time it will become integrated into this contract. Milestones 1. TASK 1: Develop Work Plan 2. TASK 2: Identify Existing Habitat Areas, Uses, and Management Practices 3. TASK 3: Establish a Stakeholder Advisory Group 4. TASK 4: Summarize Future Planned Changes to Land, Uses and Activities 5. TASK 5: Vision, Goals and Objectives 6. TASK 6: Opportunities Analysis and Best Management Practices 7. TASK 7: Impacts to Baylands from Climate Change/Sea Level Rise 8. TASK 8: Action Plan 9. TASK 9: Design Plan for Byxbee Park Hills Master Plan 10. TASK 10: Assessment of Baylands Former ITT Property 11. TASK 11: Draft Baylands Comprehensive Conservation Plan 12. TASK 12: Final Baylands Comprehensive Conservation Plan DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 10 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 Exhibit A, Scope of Services. Compensation shall not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. Total Basic Services and Reimbursable expenses: $330,000. Additional Services (Not to Exceed) $0.00 Maximum Total Compensation: $330,000. 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: None. ADDITIONAL SERVICES CONSULTANT shall provide additional services only by advance written authorization from the CITY. 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. 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. DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 11 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 AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Professional Services Rev. April 27, 2016 12 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: B5A7AF5C-7C0E-4995-BF94-E1F4E095A205 Certificate Of Completion Envelope Id: B5A7AF5C7C0E4995BF94E1F4E095A205 Status: Sent Subject: Please DocuSign: C17166482 AECOM PSA BCCP 05-03-17 FINAL.docx Source Envelope: Document Pages: 22 Signatures: 3 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Kenneth Mullen Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 250 Hamilton Ave Palo Alto , CA 94301 Kenneth.Mullen@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 5/3/2017 9:52:33 AM Holder: Kenneth Mullen Kenneth.Mullen@CityofPaloAlto.org Location: DocuSign Signer Events Signature Timestamp Petra Unger petra.unger@aecom.com Security Level: Email, Account Authentication (None) Using IP Address: 104.129.198.114 Sent: 5/3/2017 9:57:00 AM Viewed: 5/3/2017 10:28:04 AM Signed: 5/3/2017 10:30:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Dennis Bane dennis.bane@aecom.com Security Level: Email, Account Authentication (None) Using IP Address: 104.129.198.70 Sent: 5/3/2017 10:30:20 AM Viewed: 5/3/2017 10:31:53 AM Signed: 5/3/2017 10:33:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tim Shimizu Tim.Shimizu@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Using IP Address: 24.104.73.2 Signed using mobile Sent: 5/3/2017 10:33:13 AM Viewed: 5/3/2017 1:47:41 PM Signed: 5/3/2017 1:49:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: James Keene james.keene@cityofpaloalto.org City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 5/3/2017 1:49:51 PM Electronic Record and Signature Disclosure: Accepted: 4/14/2015 5:40:07 PM ID: 44fe333a-6a81-4cb7-b7d4-925473ac82e3 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Kristen O'Kane Kristen.O'Kane@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Daren Anderson daren.anderson@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Kenneth Mullen kenneth.mullen@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/3/2017 1:49:51 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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