HomeMy WebLinkAboutStaff Report 10378
City of Palo Alto (ID # 10378)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 6/10/2019
City of Palo Alto Page 1
Summary Title: Approve Agreement with Rincon Consultants - Cubberley
Master Plan for $143,452
Title: Approval of an Agreement With Rincon Consultants in the Amount of
$143,452 for a Term of Seven Months for Environmental Analysis of the
Cubberley Master P lan
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that City Council:
1. Approve the attached Professional Services Agreement with Rincon Consultants,
Inc. in an Amount Not to Exceed $143,452 for a term of seven months for
environmental review of the Cubberley Master Plan pursuant to the California
Environmental Quality Act (CEQA)
Background
The City of Palo Alto and Palo Alto Unified School District are jointly developing a
master plan for the Cubberley Community Center site, with collaborative participation
from the community. The community co-design effort began in October 2018 and has
included four iterative community meetings in which community members worked
together to identify needs, propose opportunities, discuss options and guide the master
planning process towards solutions for the Palo Alto community. At each meeting,
participants engaged in interactive activities designed to gather pertinent information
and perspectives on key project decisions.
All project information and deliverables, including meeting materials and summaries
are available on the project website at www.pausd.org/cubberleycodesign.
Discussion
The Cubberley Master Plan is considered a Project under the California Environmental
Quality Act (CEQA) and therefore requires that the project be evaluated to determine if
it may cause either a direct or reasonably foreseeable indirect physical change in the
City of Palo Alto Page 2
environment. Since the analysis is for a Master Plan and not a fully designed project,
there may be elements of the Master Plan that cannot be completely assessed for
impacts. In these cases, additional CEQA documentation will need to be completed
later when more detailed information is known.
The project area for the CEQA analysis includes the 35-acre Cubberley site (8-acres
owned by the City of Palo Alto, 27-acres owned by Palo Alto Unified School District),
and the two contiguous PAUSD parcels that were added to the Master Plan project area
(Greendell School site and 525 San Antonio Road) in December 2018.
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=63453.06&Blo bID=68173
The Scope of Work for this professional services agreement includes an environmental
assessment of a proposed draft Master Plan for the entire project area.
The key issues that will be addressed in detail include:
• Air Quality
• Biological Resources
• Cultural and Historic Resources
• Energy
• Geology and Soils
• Greenhouse Gas Emissions
• Land Use and Planning
• Noise
• Public Services
• Traffic and Transportation
• Utilities and Service Systems
Request for Proposals Process
Request for Proposal (RFP) Number 173980 was released on January 29, 2019 to
complete an environmental review of the Cubberley Master Plan in compliance with
CEQA. The submittal deadline for proposals was February 26, 2019. Two proposals
were received with costs of $130,411 and $132,026. The consultant review team
evaluated and scored the written proposals and Rincon Consultants, Inc. prevailed with
the highest overall score.
Resource Impact
Funding for CEQA review is included in Capital Improvement Project CB-16001
(Cubberley Community Center Master Plan). The total contract amount equals
$143,452, which includes the proposal amount of $130,411 and an additional services
amount of $13,041. Additional services were added to the scope to be used for other
necessary studies or analysis that were not previously identified.
The existing Cost Share Agreement between the City and PAUSD for the Cubberley
Master Plan states that the two parties will share equally in the cost of the CEQA
City of Palo Alto Page 3
consultant, not to exceed a total contract amount of $100,000. Because the total
contract amount exceeds $100,000, the City’s portion will be $80,411 ($93,452
including additional services), and PAUSD’s share will be $50,000.
Environmental Review
Pursuant to the California Environmental Quality Act (CEQA), a master plan is
considered a Project and therefore must be assessed for potential impacts to the
environment. Completion and subsequent adoption of the CEQA document referenced
herein will not constitute approval of the Project. If necessary, a separate
environmental assessment will be performed when the Project is designed and funded.
Attachments:
• Attachment A: Agreement with Rincon Consultants
Professional Services
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CITY OF PALO ALTO CONTRACT NO. C19173980
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
RINCON CONSULTANTS, INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 20th day of May, 2019, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and RINCON CONSULTANTS, INC., a California corporation, located at 449 15th
Street, Suite 303, Oakland, California, 94612, Telephone (510) 834-4455 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to perform an Initial Study-Mitigated Negative Declaration for the
Cubberley Master Plan project area. (“Project”) and desires to engage a consultant to provide
services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described 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 the date of its full execution through January 31, 2020
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”),
and reimbursable expenses, shall not exceed One Hundred Thirty Thousand Four Hundred
Eleven Dollars ($130,411.00). 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 Forty Three Thousand Four Hundred Fifty Two Dollars ($143,452.00). 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 CIT Y.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
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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.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Abe Leider as
the Principal-in-Charge to have supervisory responsibility for the performance, progress, and
execution of the Services and Karly Kaufman 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
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to the adequate or timely completion of the Project or a threat to the safety of persons or
property.
CITY’s project manager is Kristen O’Kane, Director of Community Services Department, 4000
Middlefield Road, Palo Alto, CA 94303, Telephone: (650) 463-4908. The project manager will
be CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization wi thout the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss,
including all costs and expenses of whatever n ature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
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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 s ubject 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.
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.
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19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
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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 due to that person’s race, skin color, gender,
gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy,
genetic information or condition, 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,
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 perfo rms at least two (2) hours of
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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.
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.
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27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
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.
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CONTRACT No. C19173980 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
APPROVED AS TO FORM:
CONSULTANT
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
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Principal
Abe Leider
Vice President
Stephen M. Svete
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EXHIBIT “A”
SCOPE OF SERVICES
This scope of services involves the preparation of an Initial Study-Mitigated Negative
Declaration for the Cubberley Master Plan project area.
Task 1 Project Management
Subtask 1.1. Project Management
CONSULTANT will provide project management and administrative services including
coordination with CITY staff, CONSULTANTs, and school district representatives as
appropriate. CONSULTANT will prepare a master schedule for the CEQA process and will
update the schedule regularly as milestones are reached. CONSULTANT will prepare monthly
invoices which will include progress reports on tasks completed and billing milestones reached.
Deliverables:
Master CEQA schedule and updates
Monthly invoices with progress reports
Subtask 1.2. Project Meetings
CONSULTANT’s principal in charge and project manager will attend a kickoff meeting for the
project. This meeting will serve as a forum to review and confirm study objectives and establish
an operational protocol. Working schedules will be finalized and details for scheduled tasks will
be discussed. CONSULTANT will use this opportunity to collect any relevant studies and
information not already transmitted. The kickoff meeting will also provide an opportunity to
thoroughly discuss the approach to environmental evaluation. Community concerns that have
surfaced to date will also be discussed. CONSULTANT will also schedule and participate in
monthly project telephone meetings to discuss project status, upcoming efforts and activities,
issues that have arisen, and other relevant information. CONSULTANT will schedule the
meetings and manage calendar invitations as well as prepare and circulate agendas prior to each
meeting. After each meeting, CONSULTANT will circulate notes and action items and will
follow-up on status of action items as appropriate.
Deliverables:
Meeting agendas and minutes
Action items list and updates
TASK 2: Environmental Assessment and Clearance
Subtask 2.1. Project Description
CONSULTANT will prepare a draft Project Description based on the Master Plan and will
provide an electronic copy (Microsoft Word and PDF format) for review by staff prior to
commencing the analysis. As a basis for the environmental analysis to follow, a clear and
thorough description of the Master Plan is a critical first step in the CEQA process. Textual,
tabular, and graphic presentation (with CITY and/or planning team-prepared maps, plans,
renderings, or diagrams) will be included as necessary to facilitate a thorough understanding of
the proposed plan and its potential implementation.
Deliverable:
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Project description in electronic format
Subtask 2.2. Administrative Draft Initial Study (IS)
CONSULTANT will address comments on the draft Project Description to prepare a final
Project Description which will be used as a basis for the analysis in the Administrative Draft IS.
CONSULTANT will prepare the Administrative Draft IS for CITY review. CONSULTANT will
use the CITY’s preferred IS format. The Administrative Draft IS will address all the items on the
environmental checklist. Whenever possible, impacts will be quantified. To the maximum extent
feasible, existing available information and studies will be used. If readily available data does not
allow definitive quantification, reasonable assumptions will be used to qualitatively forecast
potential impacts. Determinations will be made as to whether such measures are adequate to
reduce impacts to less than significant levels. If necessary, mitigation measures will be
developed and presented in programmatic wording such that mitigation measures can be
implemented by future development under the Master Plan. Following each mitigation measure
will be a discussion of the significance of the impact, and disposition with appropriate and
feasible mitigation. CONSULTANT will submit 10 paper copies and an electronic copy in PDF
and Word format of the Administrative Draft IS. CONSULTANT will coordinate with CITY
staff to review the findings of the IS and make a recommendation on the type of CEQA
document that will be required for the project.
The key issues that CONSULTANT will address in detail in the Initial Study will include:
Air Quality
Biological Resources
Cultural and Historic Resources
Energy
Geology and Soils
Greenhouse Gas Emissions
Land Use and Planning Noise
Public Services
Traffic and Transportation
Utilities and Service Systems
Detailed analysis of other checklist issues may be added as information ari ses during drafting of
the Initial Study.
Deliverable:
Administrative Draft IS (10 paper copies and electronic format)
Subtask 2.3. Draft IS-MND
Assuming the Administrative Draft IS concludes that all impacts can clearly be reduced to a less
than significant level, CONSULTANT will respond to CITY comments on the Administrative
Draft IS-MND, conduct final revisions and prepare the Draft IS-MND for public review.
CONSULTANT will provide a single electronic screen check version of the Draft IS-MND for
CITY review and approval prior to publication. Once approved to go to print, CONSULTANT
will submit the Draft IS-MND in electronic format and will print up to 50 bound paper copies
with appendices on a USB drive inside the back cover, as well as 15 copies on a CD as required
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by the State Clearinghouse. CONSULTANT will prepare a Notice of Intent (NOI) to Adopt an
IS-MND. CONSULTANT will be responsible for mailing of the IS-MND to the State
Clearinghouse and County Clerk. CITY will be responsible for mailing to responsible/interested
agencies and members of the public who have requested to be contacted, other relevant
organizations and non-state agencies, and newspaper ad publication.
Deliverables:
Draft IS-MND (50 paper copies and electronic format)
Notice of Intent to Adopt an IS-MND
State Clearinghouse required documents (15 CD copies and Notice of Completion)
Subtask 2.4. Final IS-MND
Upon receipt of public comments on the Draft IS-MND, CONSULTANT will prepare draft
responses to comments for CITY review. This task assumes that up to twenty comment letters
will be received, including one lengthy (over three pages) or substantive letter, that can be
adequately responded to in a maximum of 44 professional staff hours. The actual level of effort
required to respond will depend on the length, detail, and sophistication of the comments, in
addition to the number of letters received. If the number and/or complexity of comments
received exceeds this assumption, the level of effort will be evaluated. Upon receipt of CITY
comments on the draft responses, CONSULTANT will incorporate changes and prepare the
Administrative Final IS-MND. Following Final IS-MND approval, CONSULTANT will provide
a PDF of the Final IS-MND (including responses to comments and the MMRP) and up to 20
bound paper copies. CONSULTANT will prepare the Notice of Determination (NOD). CITY
will file the NOD.
The Final IS-MND will include a mitigation monitoring and reporting program (MMRP) in
accordance with CITY requirements. The MMRP will be provided in a format designed for use
by planners, environmental monitors, or code enforcement officers. The plan will be in detailed
table format, and will compile the mitigation measures developed within the body of the EIR, as
well as information necessary to monitor compliance with each measure.
Deliverables:
Administrative Final IS-MND (electronic format)
Responses to Comments on the Draft IS-MND (electronic format)
Final IS-MND, including Responses to Comments (20 hard copies and electronic format)
Mitigation Monitoring and Reporting Program
Notice of Determination
Subtask 2.5. Public Hearings
CONSULTANT’s principal in charge and/or project manager will attend two public hearings on
the project. If desired, CONSULTANT will make a presentation at the hearings summarizing the
environmental review process and IS-MND conclusions.
Deliverables
PowerPoint presentation
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the date of
execution of the Agreement to January 31, 2020. CONSULTANT shall provide a work plan of
work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. The
schedule of work shall include an estimated budget for each task (and any others not identified
below), including estimated work hours for each person working on that task and their billable
rate. The CITY’s City Manager (or his designee(s)) shall approve the schedule of work, at which
time it will become integrated into this contract.
MILESTONES
Kickoff Meeting - Within one week of Authorization to Proceed
2.1 Project Description - Within three weeks of kickoff meeting and receipt of all necessary
project and site information
2.2 Admin. Draft Initial Study (IS) - Consultant will submit the Administrative Draft Initial
Study within two weeks of City approval of project traffic study
2.3 Draft Initial Study-Mitigated Negative Declaration - Within two weeks of receipt of City
comments on Administrative Draft Initial Study
2.4 Final IS-MND - Within two to three weeks of close of Public Review period and receipt of
all comments on Draft IS-MND
2.6 Public Hearings - As scheduled
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement, and as set forth in the
budget schedule below. Compensation shall be calculated based on the hourly rate
schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set
forth below.
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
Task 1 $7,080.00
(Project Management)
Task 2 $115,433.00
(Environmental Assessment and Clearance)
Sub-total Basic Services $122,513.00
Reimbursable Expenses $7,898.00
Total Basic Services and Reimbursable expenses $130,411.00
Additional Services (Not to Exceed) $13,041.00
Maximum Total Compensation $143,452.00
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REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $500.00 shall be approved in
advance by the CITY’s project manager.
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
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EXHIBIT “C1” SCHEDULE OF RATES
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Rincon Schedule of Rates
Labor Categories Hourly Rate
Principal / Director I $215
Senior Professional II $170
Senior Professional I $156
Professional II $112
Technical Editor $110
GIS/CADD Specialist I $108
Clerical / Administrative Assistant I $75
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND
MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY
RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
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
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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: E19582A3-C842-4ADC-8349-90E4984549FB
Certificate Of Completion
Envelope Id: E19582A3C8424ADC834990E4984549FB Status: Completed
Subject: Please DocuSign: C19173980 Initial Study Cubberley Master Plan Rincon Contract.docx
Source Envelope:
Document Pages: 20 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Christopher Anastole
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
chris.anastole@cityofpaloalto.org
IP Address: 12.220.157.20
Record Tracking
Status: Original
5/8/2019 7:54:55 AM
Holder: Christopher Anastole
chris.anastole@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Abe Leider
Aleider@rinconconsultants.com
Principal
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.135.134.209
Sent: 5/8/2019 8:41:56 AM
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Signed: 5/8/2019 12:03:00 PM
Electronic Record and Signature Disclosure:
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Stephen M. Svete
Svete@rinconconsultants.com
Vice President
Rincon Consultants, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.126.64.86
Sent: 5/8/2019 12:03:02 PM
Viewed: 5/8/2019 12:04:57 PM
Signed: 5/22/2019 11:05:31 AM
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Kristen O'Kane
Kristen.O'Kane@CityofPaloAlto.org
Assistant Director
Security Level: Email, Account Authentication
(None)
Sent: 5/22/2019 11:05:33 AM
Viewed: 5/22/2019 11:42:31 AM
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