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HomeMy WebLinkAboutStaff Report 8198 City of Palo Alto (ID # 8198) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/27/2017 City of Palo Alto Page 1 Summary Title: Contract with Canopy Title: Approval of a Contract With Canopy for $395,130 for a Three-Year Term to Support Palo Alto's Urban Forestry Programs, Assist With Implementation of Programs Within the Urban Forest Master Plan, Improve Canopy in South Palo Alto, and Educate the Public About Trees From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached three-year contract with Canopy (Attachment A) in an amount of $131,710 per year for a total contract amount not to exceed $395,130 to support Palo Alto’s urban forestry programs, assist with implementation of Urban Forest Master Plan programs, improve canopy in south Palo Alto and educate the public on trees. Background Canopy was created in 1996 to support Palo Alto’s Urban Forestry Section and engage residents through tree and tree care education. Since becoming an independent 501(c)3 non-profit corporation in 2002, Canopy greatly expanded its programs of tree planning and planting, stewardship, and hands-on learning and environmental education. Since the early 2000s, the City has contracted with Canopy; their main focus being assisting the City with projects and outreach to create a healthy and sustainable urban forest. In 2014 City Council approved a three-year, sole source contract with Canopy (CMR #4468) to support Palo Alto’s urban forestry programs by serving as a comprehensive information source on trees. During the contract term, the City’s Urban Forest Master Plan (UFMP) was adopted and two contract amendments City of Palo Alto Page 2 were executed (CMRs #6021 and #7391) to add scope and time. The contract with Canopy will expire on June 30, 2017. Discussion Staff recommends that Council approve a new three-year contract with Canopy, ensuring the level of serivce the community has come to expect continues, while enhancing and expanding the basic services and outreach programs delivered in previous contracts and completing special projects to achieve UFMP programmatic goals. Basic Services  Serving as a comprehensive information source on trees;  Educating and motivating residents to plant, steward, and celebrate trees;  Assisting in planning and performance of UFMP and routine urban forestry programs;  Advocating for Palo Alto’s urban forest;  Conducting an assessment of recently planted street trees;  Administering Palo Alto Utility Department’s Right Tree in the Right Place Program (RTRP); and  Assisting with a locally-sourced carbon credit program. Urban Forest Master Plan Programs  1.A.ii., Preferred and Restricted Species List;  1.A.iii and 2.C.iii., continued development of site-specific species selection protocols to complement the Preferred and Restricted Species List;  4.G.iii., engaging the community as partners in stewardship through open portals for data entry; and  3.A.i. and 3.A.iii., timely distribution of UFMP program updates to the public via media sites. Special Project Begin reducing the difference in canopy between north and south Palo Alto by implementing the strategy (developed in UFMP Year-One Program 1.D.i.) to increase the number of trees in south Palo Alto by 1,000 over the next three City of Palo Alto Page 3 years. Canopy will host several community tree plantings each year, planting at least 300 trees on public or private property over the contract term. At $48,500 annually, Canopy’s cost for planting and caring for 300 trees through the establishment period is nearly half that of the City’s. In addition, Canopy will be responsible for vetting planting sites, coordinating with property owners, creating species lists, purchasing trees and associated planting materials, coordinating their delivery to Palo Alto and administering a crowdsourcing platform. Education wise, outreach and marketing materials (species selection, proper planting techniques, post- planting care, and administering crowdsourced software) will be created and distributed to property owners. The newly planted trees will be cataloged by property owners through the crowdsourcing application. Canopy will provide quarterly reports on all services in this contract, providing quantitative evidence of program and outreach successes to the City of Palo Alto. Resource Impact Funding for this contract is available in the Public Works, Community Services, and Utilities Departments FY 2018 Operating budgets pending adoption by the Council as part of the June 27, 2017 agenda. Subsequent years of the contract are subject to Council approval of annual operating budgets. Policy Implications This recommendation does not represent any change to existing City policies. Environmental Review (If Applicable) The recommended action is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(h) (maintenance of existing landscape). Attachments:  Canopy-C18168587-Final CITY OF PALO ALTO CONTRACT NO. C18168587 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CANOPY FOR PROFESSIONAL SERVICES This Agreement is entered into on this 27th day of June, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CANOPY, a California corporation, located at 3921 East Bayshore Road, Palo Alto, CA 94303 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to create and maintain a healthy and sustainable urban forest and desires to engage a consultant to support Palo Alto’s urban forestry programs, implement programs of the Urban Forest Master Plan, improve canopy equity between north and south Palo Alto, and educate the public about trees 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. D. This Agreement has been awarded as a sole source agreement based on the CITY’s determination that there is no adequate substitute or equivalent provider of the Services. 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. SECTION 2. TERM. The term of this Agreement shall be from July 1, 2017 through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 2 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 Ninety Five Thousand One Hundred Thirty Dollars ($395,130). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. 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. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit quarterly 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 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 3 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 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. 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Catherine Martineau 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 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. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 4 CITY’s project manager is Walter Passmore, Public Works Department, Operations Trees Division, 3201 East Bayshore Road., Palo Alto, CA 94303, Telephone: 650-496-5986. 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. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 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. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 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 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 5 attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by 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 concurrent- ly 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 Chief Procurement Officer during the entire term of this Agreement. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 6 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: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 7 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 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: 40E341BC-B286-413B-A13F-F70B885E0BC6 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 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 9 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“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 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 10 any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 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: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 11 CONTRACT No. C18168587 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 (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) CANOPY Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: HOURLY RATE SCHEDULE EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Executive Director Catherine Martineau Professional Services Rev. April 27, 2016 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT will serve as a comprehensive information source about Palo Alto trees and educate, motivate, and assist City residents and the City to plant, care for, and celebrate trees throughout Palo Alto. 1.1 The responsibilities of the City will include the following: City Arborists, Urban Forestry and Community Services Department staff will coordinate and cooperate with CONSULTANT to facilitate special events such as the annual Mayor’s tree planting, Arbor Day event(s) public right-of-way plantings, Young Tree Care Survey, Right Tree Right Place program and City-wide educational events. City staff will be responsible for locating and preparing planting sites for these events. 1.2 CONSULTANT’s Responsibilities. CONSULTANT shall perform all of the following services, as further detailed in the Action Plans below: A. Serve as a comprehensive information source about Palo Alto’s trees. B. Educate and motivate Palo Alto residents to plant, steward, and celebrate trees. C. Maintain an organization with a credible, professional identity and high public visibility in support of the Palo Alto urban forest. D. Assist the City of Palo Alto in its planning and performance of routine urban forestry programs on an ongoing basis and special projects associated with the Urban Forest Master Plan (UFMP), specified herein. E. Advocate for Palo Alto’s urban forest. F. Conduct an assessment of recently planted street trees and assist with a locally-sourced carbon credit project. G. Administer Palo Alto Utility Department’s Right Tree in the Right Place Program (RTRP). Action Plans CONSULTANT shall perform the services as follows: Goal A: Serve as a comprehensive information source about Palo Alto’s trees. 1. Perform timely updates to the CONSULTANT’s website www.canopy.org. Report quarterly on the number of visits to the website, total number of page views, and traffic numbers by page title. Provide the percentage of traffic generated through key word searches. 2. Operate and publicize CONSULTANT’s information and referral “Tree Hotline” where people can phone in or email to ask specific questions about trees. Report quarterly on the number of calls fielded by CONSULTANT’s staff. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 13 3. Maintain an online, searchable arborist list of ISA Certified Arborists for distribution to the community. 4. Maintain and enhance the CONSULTANT’s online Tree Library. 5. Continue development of the “Preferred and Restricted Species List” (Program 1.A.ii of the UFMP). 6. Continue developing site specific species selection protocols to complement the “Preferred and Restricted Species List” such as including a list of tree species acceptable for use in areas where recycled water is or may be used for irrigation (Program 1.A.iii, and 2.C.iii of the UFMP). Goal B: Educate and motivate Palo Alto residents to plant, care for, and celebrate trees. 1. Prepare, plan and schedule at least eleven educational tree walks, including a quarterly ‘themed’ tree walk in various neighborhoods led by knowledgeable arborists. Update guideline materials for lead arborists and CONSULTANT representatives. Report quarterly on the number of walks conducted, walk locations, and number of attendees. 2. Prepare and schedule at least three public educational programs about trees and/or tree care each year including Arbor Day, Planting Leader Training, Tree Care Training and current relevant topics. 3. Partner with the City of Palo Alto Utilities (CPAU) to provide educational materials at area community fairs and events and produce new material on subjects such as tree maintenance, mistakes to avoid, and watering guidelines as needed. 4. Assist the Public Works, Urban Forestry Section by distributing CONSULTANT’s “Young Tree Care” pamphlet to residents and businesses where new trees were planted. 5. Mail the “Save Our Water and Our Trees” reminder postcard at least once during each summer to each resident with a street tree planted in the last five years. Post the “Save Our Water and Our Trees” banner in a prominent area of the City. 6. Publish and distribute an annual report to the community. Publish monthly TreEnews electronic newsletters. Report quarterly on the number of issues published and types of social media utilized to host TreEnews. 7. Use community events in the field as opportunities to educate participants in proper tree planting and maintenance techniques. Provide volunteer field services for up to 100 public trees. These services may include planting of new trees and care for young trees. 8. Serve as a liaison to the Palo Alto School District (PAUSD) to increase awareness of the value of the trees on school district land, which could include educational events for students. 9. Organize the annual Mayor’s Tree Planting event. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 14 10. Conduct at least two community plantings per year with trees funded by the City. Regularly inspect and report problems or concerns about the trees in a format compatible with Tree Plotter, the City’s urban forestry crowdsourcing data platform. 11. Continue assisting the City in developing open portals for data entry as a way of engaging the community as partners in stewardship and improving data currency and accuracy; UFMP Program 4.G.iii. 12. Report quarterly on programs including but not limited to tree planting, tree care and education. Provide details on activities, volunteer numbers and hours, educational materials, youth and adult education and outreach. Goal C: Maintain an organization with a credible, professional identity and high visibility in support of the Palo Alto urban forest. Leverage CPA funding to CONSULTANT with funding from other sources. 1. Conduct donor and membership recruitment to leverage this contract and ensure a broad base of support for CONSULTANT and its activities. 2. Seek participation and support from the commercial and industrial community. 3. Maintain and implement communications strategies. 4. Continue to seek other financial support (e.g., grants) outside of City government to provide increased services to the community and to increase public involvement. 5. Report quarterly on the governance, operations and capacity building to engage new member and increase efficiency. Goal D: Assist the City of Palo Alto in its planning and performance of routine urban forestry programs on an ongoing basis and with special projects associated with the UFMP. 1. Continue participating in the development of the UFMP. 2. Distribute timely updates about UFMP programs and initiatives to the public via CONSULTANT media sites; Programs 3.A.i. and 3.A.iii of the UFMP. 3. Implement a strategy to increase the number of trees in south Palo Alto by 1,000 over the next three years, including at least five community tree plantings a year for a total of at least 300 trees over the period; Program 1.D.i. of the UFMP. CONSULTANT’s responsibilities will include: a. Conducting at least 5 community tree planting events.  Identifying all planting sites  Contacting property owners  Creating species lists  Securing trees at nurseries and coordinating their delivery to Palo Alto  Field verifying planting sites and notifying Underground Service Alert (USA) prior to excavation  Purchasing trees and associated planting materials (stakes and ties) DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 15  Creating and distributing outreach and/or marketing materials to property owners  Educating property owners about tree planting including species selection, proper planting techniques, post-planting care, and entering the tree information into the crowdsourced software system  Planting the trees  Collecting all refuse materials from planting sites and delivering them to a City-designated pickup site  Caring for the newly planted trees through the establishment period b. Administering the City’s crowdsource software platform, Tree Plotter, to encourage private property owners to enter information about newly planted trees and catalog trees not planted through community tree planting events. The City’s responsibilities will include:  Compiling south Palo Alto right-of-way planting site information and distributing it to CONSULTANT’s Project Coordinator in a timely fashion  Staging and watering nursery trees from nursery delivery until planting day  Delivering ‘No Parking’ signs and mulch to a pre-designated staging area, and trees to planting sites  Picking up refuse materials (nursery stakes, buckets, extra soil, turf and grass) at a pre-designated site post-planting  Assisting with information about trees planted on private property submitted as part of required landscape plans Goal E: Advocate for Palo Alto’s Urban Forest. 1. Provide comment to City departments, City Council and the public upon review of policies, ordinances, and manuals that may affect the urban forest. 2. Issue letters of support or concern on behalf of City, at City’s request, for projects that positively or negatively impact the City’s trees. 3. Attend Council meetings and provide comments for projects involving practices that may impact the City’s CONSULTANT cover. 4. Provide comments to news organizations and/or media outlets about trees in Palo Alto when appropriate. 5. Submit quarterly reports to City on CONSULTANT’s consulting and advocacy activities related to projects involving the City’s urban forest. Goal F: Conduct an assessment of the health of recently planted City trees and assist with a locally-sourced carbon credit project. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 16 1. Conduct an annual City-wide survey of newly planted street trees and report this information to the Public Works Department and residents. 2. Organize and train a cadre of volunteers to monitor the condition of young trees, and perform simple maintenance tasks on site. 3. Work with the City to integrate survey data into the crowdsourced data platform. 4. Estimate costs, determine co-benefits, identify partnership opportunities, leverage funding and quantify carbon sequestration for a locally-sourced carbon credit project within the Urban Forest Registry framework. Goal G: Administer the City Utilities Department’s (“City Utilities”) Right Tree in the Right Place Program (RTRP). 1. Continue to advertise, respond to, and screen inquiries about the RTRP program before forwarding requests to the Public Works Department (“PW”) for inspection. 2. Administer the process for applicants accepted by the Department of Public Works to participate in the RTRP program, including acceptance notification, removal confirmation, and stump grinding and replanting information at each location. Promote replanting where suitable. 3. Review applications and forward paperwork to City Utilities for applicant reimbursement. 4. Partner with City Utilities and PW Tree Division to extend the RTRP program to businesses. 5. Work with City Utilities to explore growth opportunities for the RTRP program such as exploring greenhouse gas and energy efficiency initiatives, local tree ordinances, and solar access requirements. 6. Provide quarterly summary spreadsheet reports of RTRP activities to City Utilities, and report on information distributed during the City Utility Department’s sponsored events or programs. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 17 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 Completion Date From NTP Goal A: Serve as a comprehensive information source Ongoing about Palo Alto trees. Goal B: Educate and motivate Palo Alto residents to plant, care for, Ongoing and celebrate trees. Goal C: Maintain an organization with a credible, professional identity Ongoing and high public visibility in support of the Palo Alto urban forest. Goal D: Assist the City of Palo Alto in its planning and performance of Ongoing routine urban forestry programs on an ongoing basis and with special projects associated with the UFMP. Goal E: Advocate for Palo Alto’s urban forest. Ongoing Goal F: Conduct an assessment of the health of recently planted street Ongoing trees and assist with a locally-sourced carbon credit project. Goal G: Administer the Utilities Department’s Right Tree Ongoing in the Right Place Program (RTRP). Special Projects: Goal D.3: Implement a strategy to increase the number of trees in Ongoing south Palo Alto by 1,000 over the next three years, including at least five community tree plantings a year for a total of at least 300 CONSULTANT-planted trees over the contract term. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 18 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. 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, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT 1: Basic Services (Individual tasks detailed in Exhibit A) $83,210  Goal A: Serve as a comprehensive information source about Palo Alto trees.  Goal B: Educate and motivate Palo Alto residents to plant, care for, and celebrate trees.  Goal C: Maintain an organization with a credible, professional identity and high public visibility in support of the Palo Alto urban forest.  Goal D: Assist the City of Palo Alto in its planning and performance of routine urban forestry programs on an ongoing basis and with special projects associated with the UFMP.  Goal E: Advocate for Palo Alto’s urban forest.  Goal F: Conduct an assessment of the health of recently planted street trees and assist with a locally-sourced carbon credit project.  Goal G: Administer the Utilities Department’s Right Tree in the Right Place Program (RTRP). 2: Special Projects - Program 1.D.i. of the UFMP $48,500 (Individual tasks detailed in Exhibit A)  Goal D.3: Implement a strategy to increase the number of trees in south Palo Alto by 1,000 over the next three years, including at least five community tree plantings a year for a total of at least 300 CONSULTANT-planted trees over the contract term. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 19 Sub-total Basic Services $131,710 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $131,710 Additional Services (Not to Exceed) $0 Maximum Total Compensation per contract year $131,710 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 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 20 EXHIBIT “C-1” SCHEDULE OF RATES Title Hourly Rate Executive Director $135 Program Director $80 Senior Development Specialist $80 Development Manager $55 Education Manager $55 Community Forestry Coordinator $55 Community Forestry Coordinator $55 Program Operations Manager $55 Interns/ Youth Staff $25 DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 21 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: REQUIRE D TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENC E 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 NO 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. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 22 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. 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. DocuSign Envelope ID: 40E341BC-B286-413B-A13F-F70B885E0BC6 Professional Services Rev. April 27, 2016 23 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: 40E341BC-B286-413B-A13F-F70B885E0BC6