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HomeMy WebLinkAboutStaff Report 8611 City of Palo Alto (ID # 8611) City Council Staff Report Report Type: Action Items Meeting Date: 11/6/2017 City of Palo Alto Page 1 Summary Title: Sidewalk Assessment Study Title: Approval of a Contract With Nichols Consulting Engineers, Chtd. (NCE) in the Amount of $191,300 for the Sidewalk Assessment Study to Determine Next Steps Following the Completion of the Sidewalk District Cycle for Capital Improvements Program Project PO-89003 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Contract No. C18168777 (Attachment A) with Nichols Consulting Engineers, Chtd. (NCE) in an amount not-to-exceed $191,300 for the Sidewalk Assessment Study including $173,800 for basic services and $17,500 for additional services for the Sidewalk Assessment Study, Capital Improvement Program project PO-89003. Background The City has over 250 miles of existing sidewalk. In 1985 a sidewalk survey was conducted by Public Works staff to determine the existing sidewalk conditions and amount of damaged sidewalk requiring repair. Following the 1985 survey, the City was divided into 23 sidewalk districts: Districts 11 to 17 and Districts 21 to 36 (Attachment B). The 23 sidewalk districts were ranked (from high to low) based on the amount of damaged sidewalk. The City’s annual sidewalk repair program started in 1986. The program objectives were to alleviate the existing sidewalk repair backlog, eliminate pedestrian hazards, and enhance pedestrian safety; improving sidewalk conditions reducing potential for sidewalk-related injuries. The City’s annual City of Palo Alto Page 2 sidewalk repair program consisted of two programs: sidewalk repair capital contract program and sidewalk repair in-house program. The program was contracted out each year to the lowest responsible bidder and scope of work restricted to the availability of annual funding that varied from $500,000 to $2,000,000 with approximately $600,000 used to fund the in-house program. Sidewalk Repair Capital Contract Program The annual sidewalk repair Capital Contract Program for the 23 sidewalk districts, administered by Public Works Department’s Engineering Services Division, was scheduled using the district ranking assigned in the 1985 survey. The program concentrated on a district-by-district repair. The program’s scope of work included the removal and replacement of damaged sidewalk in accordance with the City’s approved criteria for sidewalk replacement, curb and gutter if integral to the sidewalk to be repaired, installation of curb ramps on street corners to comply with American with Disabilities Act (ADA), and sidewalk grinding and other associated work. The program completed all 23 sidewalk districts in 2016, a 30 year (1986 to 2016) sidewalk repair district cycle. The 23 sidewalk districts and fiscal year of completion are shown in Attachment B. Sidewalk Repair In-House Program The sidewalk repair in-house program, administered by Public Works Department’s Public Services Division, handled sidewalk repair requests from the public and City employees independent of the current sidewalk repair Capital Contract Program districts. The program concentrated on damaged sidewalk (hot spots) and severely broken sidewalk. The sidewalks were typically repaired with a temporary asphalt patch until a full repair can be made. Discussion With the recent completion of the 30-year cycle, staff wants to evaluate the overall program and implement potential improvements before beginning a new cycle. The planned study has been described in the Sidewalk Repairs Capital Improvement Program budget page and in previous Council reports (Staff Report ID #6267). City of Palo Alto Page 3 A Request for Proposals (RFP) for the project was sent to prospective consultants and posted on the City’s website on June 15, 2017. On July 11, 2017 staff received two proposals from California Tree and Landscape Consulting, Inc. and NCE. Summary of Solicitation Process Proposal Description/Number Sidewalk Assessment Study/ RFP #168777 Proposed Length of Project 90 calendar days Number of Consultants Contacted 17 Number of Builders Exchanges 3 Number of websites 1 (PlanetBids) Total Days to Respond to Proposal 26 Number of Proposals Received 2 Company Name Address California Tree & Landscape Auburn, CA NCE Richmond, CA Proposal Basic Services Fee Range: $170,280 to $172,200 Non-respondents who City staff contacted after the close of the RFP indicated they did not submit proposals due to their current workload; the scope of work’s focus on management rather than detailed engineering work; and their inability to provide the services under the given budget. Staff reviewed and evaluated the two proposals and selected NCE because of the proposal quality, performance and effectiveness of the solutions, and the proposer’s experience and staff to be assigned to the project and prior record of performance with the city and other cities. NCE has worked with multiple California cities on similar sidewalk assessment studies. NCE will inspect 20 percent of each of the 23 sidewalk districts to identify the types and locations of sidewalk distresses and will have a certified arborist to perform field reviews in areas where there are tree root issues. NCE will also survey existing curb ramps to identify those that are not compliant with ADA. The data collection portion of the contract is $88,800 (Task 2 in Exhibit C of Attachment A), including $53,500 for the survey of 55 miles of sidewalk and $35,300 to survey 900 curb ramps. This includes over 450 hours of inspection time by a field technician and certified arborist and 200 hours by professional City of Palo Alto Page 4 staff to develop a geodatabase of the inspection results. The sidewalk survey cost is $970 per mile. The remaining scope of the contract includes NCE using the inspection information collected in combination with historical information from the sidewalk repair capital contract program to model the needed repairs for each district in relation to the elapsed time since the last capital contract, and to determine estimated costs for several different potential cycle lengths (i.e. 30 years, 25 years, 20 years). NCE will also prioritize repair locations, propose alternate construction materials, methods and costs; and recommend methods to minimize future sidewalk lifts and tree root damage. Once the survey is complete, staff will issue a construction contract to repair identified locations of sidewalk distress. Non-compliant curb ramps will be built into the new district cycle work. Resource Impact Funding for this project is available in Capital Improvement Program project PO- 89003 Sidewalk Repairs. Policy Implications This contract is in conformance with City of Palo Alto’s Comprehensive Plan and does not represent any changes to existing City policies. Environmental Review Preparation of reports is not a project for the purpose of the California Environmental Quality Act (CEQA). The work contemplated under the proposed study would be exempt under Section 15301 (Existing Facilities) of the CEQA Guidelines. Attachments:  Attachment A: Nichols Consulting Engineers C18168777  Attachment B: Sidewalk District Map Professional Services Rev. April 27, 2016 1 CITY OF PALO ALTO CONTRACT NO. C18168777 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND NICHOLS CONSULTING ENGINEERS, CHTD. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 23rd day of October, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NICHOLS CONSULTING ENGINEERS, Chtd., a Nevada Corporation, located at 501 Canal Blvd., Suite 1, Pt. Richmond, CA 94804 and authorized to do business in California ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to implement the Sidewalk Assessment Study (“Project”) and desires to engage a consultant to assess the sidewalk and curb ramps 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. SECTION 2. TERM. The term of this Agreement shall be from its full execution and expires upon satisfactory completion of the Services in accordance with the Schedule, but in no event later than June 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 DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 2 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 One Hundred Seventy Three Thousand Eight Hundred Dollars ($173,800). 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 One Hundred Ninety One Thousand Three Hundred Dollars ($191,300). 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. 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 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 email all invoices to the City’s project manager at pweinvoices@CityofPaloAlto.org. 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 DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 3 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 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 subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: HortScience, Inc. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 4 compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Margot Yapp as the principal in-charge to have supervisory responsibility for the performance, progress, and execution of the Services and Hal Williams as the project manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. 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 Holly Boyd, Public Works Department, Engineering Division, email: holly.boyd@cityofpaloalto.org, Telephone: 650-329-2612. 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 DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 5 fees, court costs and disbursements (“Claims”) to the extent the Claims 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. [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 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 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 DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 6 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. 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. DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 7 SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as 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 DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 8 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, 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, DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 9 ‘improvement’) project of more than $15,000. OR 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. DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 10 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. 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: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 11 CONTRACT No. C18168777 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) NICHOLS CONSULTING ENGINEERS, Chtd. (NCE) 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: DF3C5C67-D532-47F3-BCAC-B974D6400204 Margot Yapp Vice President Debbie Smith Chief Financial Officer Professional Services Rev. April 27, 2016 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT will provide a Sidewalk Assessment Study per task listed below: Task 1 – Kick-Off and Progress Meetings a. CONSULTANT will meet with CITY staff involved with the sidewalk repair programs (both in-house and contract) to kick-off the project by reviewing the project approach and goals. In addition, administrative matters that may need to be addressed will be included. At a minimum, items to be discussed will include the following: - Scope of work, project schedule, budget, and invoicing requirements - Points of contacts - Relevant information on sidewalk repairs, such as:  Existing criteria for identifying distresses  Repair alternatives  Historical records of repairs  Standard plans and specifications Field work, including:  Scheduling and access requirements  Public safety concerns, requirements, and procedures  ADA requirements and checklists  Criteria for data collection  Hardware and accuracy requirements - Other issues as appropriate b. A maximum of three additional progress meetings will be scheduled with City staff at appropriate milestones to review the work performed and to address questions or issues that arise as the work progresses. Typically, these meetings will cover issues, such as: - Questions on review of documents and materials reviewed - Final acceptance of criteria to be used for identifying repairs - Anomalies that do not match criteria - Repair recommendations - Progress updates c. In addition, CONSULTANT will provide monthly progress reports to the City indicating the status of the data collection and other tasks. d. Deliverables. CONSULTANT shall prepare: - Agenda for meetings - Technical memoranda summarizing meetings. Task 2A – Data Collection – Sidewalks CONSULTANT will review CITY’s historical records of sidewalk repairs from the CITY’s in-house DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 13 program to identify both the location of repairs and the type and quantity of repairs, as well as cost information. This information is not all geographically mapped, but is available electronically. For locations that are known, the Consultant will map locations and determine if trends exist. If there is a trend, then Consultant will analyze in Task 3 to see if relationship exists between underlying contributory factors, such as age of sidewalks, materials, type and date of repairs. CONSULTANT will perform sidewalk condition surveys on 20% of the approximately 275 miles of sidewalks within the CITY’s sidewalk network. The 20% will be distributed across all districts. Prior to conducting the surveys, CONSULTANT and CITY will discuss and finalize the survey criteria. They may include the following elements: - Vertical displacements or slab uplifts - Cracking - Holes - Other damage around utility poles - Brick or concrete improvements that are not level with sidewalk - Obstacles - Severities – High Priority, Medium Priority, and Low Priority - Sensitive sidewalk locations, e.g., schools, senior housing, public buildings, transit routes/stops, commercial areas, and high-use pedestrian areas CONSULTANT will develop a survey list for sidewalk distress identifying the principal distresses, e.g., cracking, faulting, vaulting, and holes. Typically, CONSULTANT recommends narrowing the focus of the assessment to damage that would pose a tripping hazard and filter out “cosmetic” damage that poses no threat to public safety. CONSULTANT will work with CITY staff to refine and develop the criteria. The following data elements will be collected: - Location of sidewalk by street name - Sidewalk distress and severity level - Repair Quantities Task 2B – Field Data Collection – Curb Ramps CONSULTANT will include a survey of the curb ramps throughout the entire sidewalk network. CONSULTANT will on identifying the locations of ramps that may not be in compliance with the ADA and the necessary costs to bring them to compliance. Curb ramps on private driveways and mid-block (where no intersection exists) are not included in the scope of work. The following data elements will be included in this task: - Location of curb ramp (X,Y coordinates, Northing and Easting) - Compliance with ADA Task 3 – Analysis (Priority Ranking and Costs) A. Determine Relationships/Trends In this task, CONSULTANT will review the data collected from Task 2A to determine the locations of sidewalk distresses. CONSULTANT will create geodatabase and maps using DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 14 geographical locations from historical logs and the following information: - Age of sidewalk - Tree species nearby - Past sidewalk repairs - Material of sidewalk (e.g., asphalt, concrete) - Sidewalk district boundaries - Others, such as underlying soils (expansive clays), recent utility work, e.g., replacement of laterals, undergrounding. CONSULTANT will then determine if trends are present, particularly as they relate to past repairs. B. Prioritization Criteria Most prioritization criteria used in cities are based on risk management practices, i.e., the highest priority is on areas where the risks of trip hazards are highest. Examples include: - Connectivity to key facilities, such as:  Commercial/retail centers with high pedestrian traffic, e.g., downtown  Schools or other educational institutions  Community or senior centers  Hospitals or other medical facilities where wheelchairs may be present - Demographics and volume of pedestrian traffic - Tree species - Premature failures in sidewalk materials (e.g., alkali-silica reactivity) - Premature failures in past repair practices - Coordination with street paving program Typical Pedestrian Master Plans will include the factors above. CONSULTANT will discuss with City staff the above factors and additional factors that are not included. CONSULTANT will then develop a weighting system (can be low/moderate/high, 1-10 scale, or other) so that the repairs can be prioritized. C. Cost Analysis/Replacement Cycle CONSULTANT will then analyze the data collected above and determine appropriate repair strategies and to determine funding required for various replacement cycles including 5, 10, 20, 25 and 30-year cycles. Task 4 – Program Options/Findings This task will be performed concurrently with Task 3 as they are inter-related. Under this task, CONSULTANT will identify the types of sidewalk distresses and the types of repairs required for each one. Alternate Construction Materials and Methods Grinding, patching, and removal/replacement of the slabs are the most common repair techniques employed for sidewalks. However, there are additional methods and materials that may be considered (most accommodate tree root issues), including: DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 15  Steel Plate Sidewalk  Rubber Sidewalks  Mitigate Tree Root Damage  Permeable Sidewalks  Bridging CONSULTANT will review the City’s existing studies/reports and make recommendations on additional construction materials and methods as appropriate. CONSULTANT will also review standard plans and specifications, revise if necessary, or prepare additional specifications as needed. The examples described above are possible options for discussion. Task 5 – Report At the completion of Tasks 1 to 4, CONSULTANT will prepare a draft report for the City’s review that will contain the following: - Description of methodology for data collection - Description of survey criteria used - Prioritization criteria - Summaries of existing condition of sampled sidewalks and curb ramps  Condition assessment of sidewalks and curb ramps  Prioritized list of locations and repairs - Cost estimate to perform repairs  Trends for future repairs - Recommendations for:  Repair strategies  Replacement cycles  Recommended annual budget - Detailed drawings (AutoCAD and pdf) for:  Sidewalk repair guidelines and alternate construction methods  Technical specifications for sidewalk repair Finally, a meeting with CONSULTANT and CITY will be scheduled to review the draft report and discuss questions. Upon receipt of the CITY’s comments, CONSULTANT will prepare a final report: five (5) hard copies, as well as an electronic copy. Deliverables: Draft report (one electronic copy) Final report (5 hard copies and one electronic copy) Geodatabase with sidewalk distresses containing the attributes and data collected Geodatabase with curb ramps containing the attributes and data collected DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 16 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Weeks From NTP 1. Complete Data Collection( Sidewalks) 4 weeks 2. Complete Data Collection (Ramps) 7 weeks 3. Submit Draft Report 12 weeks 4. Submit Final Report 18 weeks DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 17 EXHIBIT “C” COMPENSATION 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. 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 Task 1 $12,900 (Meetings) Task 2 $88,800 (Data Collection) Task 3 $18,100 (Analysis) Task 4 $29,300 (Program Options/Findings) Task 5 $24,700 (Report) Sub-total Basic Services $173,800 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $173,800 Additional Services (Not to Exceed) $17,500 Maximum Total Compensation $191,300 REIMBURSABLE EXPENSES DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 18 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: N/A A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. There are no reimbursable expenses. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 19 EXHIBIT “C-1” HOURLY RATE SCHEDULE PROFESSIONAL SERVICES Principal $245 per hour Associate $195 per hour Senior $170 per hour Project $140 per hour Staff $125 per hour TECHNICAL SERVICES Senior Construction Manager $130 per hour Senior Designer $135 per hour Senior Technician/Construction Inspector $120 per hour CAD Technician $110 per hour Senior Field Scientist $115 per hour Field Scientist $95 per hour Project Administrator $95 per hour Field/Engineering Technician $95 per hour Technical Word Processing $80 per hour Clerical $80 per hour DocuSign Envelope ID: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 20 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: DF3C5C67-D532-47F3-BCAC-B974D6400204 Professional Services Rev. April 27, 2016 21 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: DF3C5C67-D532-47F3-BCAC-B974D6400204 Attachment B