HomeMy WebLinkAboutStaff Report 13609
City of Palo Alto (ID # 13609)
City Council Staff Report
Meeting Date: 2/28/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of Contract No. C22182372 with CSW/Stuber -Stroeh
Engineering Group Inc. in the Amount of $164,852 for Design Services for the
University Avenue Streetscape Update Capital Improvement Program Project,
PE-21004 and Approval of Budget Amendme nts in the Capital Improvement
Fund and the Stanford University Medical Center (SUMC) Fund
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute Contract No.
C22182372 (Attachment A), with CSW/Stuber Stroeh Engineering Group Inc. in a not-to-
exceed amount of $164,852 for design services including $149,866 for basic services and
$14,986 for additional services for the University Avenue Streetscape Update (Capital
Improvement Program project (PE-21004); and
2. Amend the Fiscal Year 2022 budget appropriation (by a 2/3 vote) for the:
a. Capital Improvement Fund by:
i. Increasing the transfer from the Stanford University Medical Center
(SUMC) Fund by $25,000; and
ii. Increasing the University Avenue Streetscape Update Project (PE-21004)
appropriation by $25,000.
b. Stanford University Medical Center (SUMC) Fund by:
i. Increasing the Transfer to the Capital Improvement Fund from Expansion
Cost Mitigation by $25,000; and
ii. Decreasing the Ending Fund Balance by $25,000.
Background
University Avenue is a two-lane street that provides access from Highway 101 through the
downtown area and continues to Stanford University. University Avenue is a regional and local
public destination for shopping, dining, and entertainment. Due to the COVID-19 pandemic
impacts and to support local businesses and the community, the City closed portions of
University Avenue to vehicular traffic in 2020 and 2021 through the “Uplift Local” program,
enabling outdoor dining and retail experience s. To facilitate people-centric activities and to
create a more vibrant and inclusive space to support residents and local businesses, staff issued
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a Request for Proposals (RFP) in September 2021 for University Avenue to transform the
streetscape by repurposing streets, sidewalks, curbs, and parking areas. The goal of the project
is to adapt the public realm to maximize pedestrian and bicycle use, and accentuate and
enhance the retail environment, while maintaining vital two-way vehicular access, parking
opportunities, delivery and loading zones, ride share spaces, and other amenities including
performance space.
On March 1, 2021, Council approved a new project, University Avenue Streetscape Update PE -
21004 (Staff Report ID #11872) as directed as part of the City Council approved workplan for
Community and Economic Recovery (CMR #11877). This workplan approved $150,000 of seed
funding for this project recommended to be allocated from the Stanford University Medical
Center Fund Expansion Cost Mitigation allocation of funding. On September 13, 2021, staff
provided the RFP scope of services for Council’s feedback (Staff Report ID #13540). The RFP for
Phase 1 of the project included site analysis and field survey work, preliminary environmental
studies including a traffic study and arborist report, and public meetings to develop a
community preferred plan line, cost estimates, and an assessment analysis to allocate the costs
to businesses and property owners who would benefit from the expanded space.
Council directed staff to proceed with the University Avenue Streetscape Design RFP including
stakeholder input, sales tax data analysis, and consultant’s recommendations based on the
learning experiences from re-opening of University Avenue for vehicular traffic in October 2021.
Discussion
CSW/Stuber-Stroeh Engineering Group Inc. – Scope of Services
The scope of services for the contract with CSW/Stuber-Stroeh Engineering Group Inc.
(Attachment A) consists of Phase 1 of the 4 phases outlined in the RFP, which are summarized
as follows:
Phase 1: Conceptual Design, Public Outreach, Preliminary Environmental Studies and
Financial Assessment Analysis
Phase 2: Preliminary Design, Environmental Assessment, Value Engineering and Cost
Estimates
Phase 3: Final Design, Construction Documents and Bidding
Phase 4: Construction Administration
At this time, staff recommends authorizing the proposed contract for Phase 1 services only.
Subject to the City Council’s further review and consideration upon completion of the
conceptual design under Phase 1, the contract would be amended to include services under
Phases 2 through 4.
The Phase 1 scope of services is briefly summarized below.
• Stakeholder coordination and public outreach (City staff, residents, retail/businesses,
Pedestrian and Bicycle Advisory Committee (PABAC), Planning and Transportation
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Commission (PTC), and Council).
• Data collection, field analysis, and surveys.
• Preliminary environmental studies including traffic and arborist reports.
• Streetscape conceptual design alternatives and community preferred plan line
development.
• Cost estimate, funding and assessment planning.
Request for Proposal (RFP) Process
On September 1, 2021, the City released an RFP (No. 182372) for University Avenue Streetscape
Design Project (PE-21004) for professional services. A total of 38 vendors downloaded the RFP
and three proposals were received. An evaluation committee comprised of staff from the
Public Works Department, Planning and Development Services Department, Office of
Transportation, and City Manager’s Office reviewed the proposals in response to the criteria
identified in the RFP.
TABLE 1: SUMMARY OF SOLICITATION PROCESS
Proposal Description/ Number
University Avenue Streetscape Design Project
(PE-21004) RFP (Number 182372)
Proposed length of project Phase 1 – approximately 1 year;
Phases 2 through 4 – approximately 4 years.
Number of websites 1 (PlanetBids)
Number of days to respond 42
Number of proposals received 3
Company Name Location
Selected for
Interview?
CSW/Stuber-Stroeh Engineering Group Inc. Novato, CA Yes
BKF Engineers Redwood City, CA Yes
Wallace Roberts and Todd, LLC San Francisco, CA Yes
Submitted Basic Services Fee Range Phase 1: $149,742 to $150,000
On November 10, 2021, the evaluation committee interviewed all three firms that submitted
proposals and recommended CSW/Stuber-Stroeh as the top-scoring proposer. Staff
recommends awarding the contract to CSW/Stuber-Stroeh based on their experience with
renovating streetscapes, public outreach, and understanding of the project goals and needs. In
addition, CSW/Stuber-Stroeh’s environmental assessment and public outreach subconsultant,
Gates and Associates, has extensive experience with Palo Alto community outreach and Boards
and Commissions approval processes, which is important for successful project execution and
timely completion.
The RFP requested pricing for services in phases 2 through 4 for the project. CSW/Stuber-Stroeh
provided a total estimated cost of $870,000 for work in phases 2 through 4 ; however, the scope
and estimate for future phases of work will be refined based on the selected conceptual design
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option in Phase 1.
The contract is on the City’s professional services template, which permits the City to terminate
without cause/for convenience by providing written notice to the contractor. In the event the
City finds itself facing a challenging budget situation, and it is determined that City resources
need to be refocused elsewhere, the City can terminate for convenience. Other options include
termination due to non-appropriation of funds or amending the contract date to reduce the
cost, for example, by reducing the scope of work. The contract may also be temporarily
suspended by written notice of the City Manager.
Timeline and Next Steps
Staff anticipates that Phase 1 services for conceptual design and preliminary engineering will
take approximately one year to complete. Staff will return to Council in early 2023 to present
the preferred plan line alternative for approval prior to proceeding with preliminary design and
authorization for future phases of the design.
Resource Impact
Council approved $150,000 for this project on March 1, 2021 funded by the Stanford University
Medical Center (SUMC) Fund Expansion Cost Mitigation allocation of funding. Based on the
recommendations above, an additional appropriation of $25,000 from the SUMC Fund
Expansion Cost Mitigation allocation is required. This would result in the SUMC Fund Expansion
Cost Mitigation allocation having a remaining balance of approximately $1.05 million in
unallocated funding. The additional funding includes $14,986 for additional services and
$10,014 for administrative costs for printing and outreach. Additional funding needed to
support Phases 2 through 4 will be appropriated in future fiscal years to coincide with the
design and construction schedule. CSW/Stuber-Stroeh provided a total estimated cost of
$870,000 for work in phases 2 through 4; however, the scope and estimate for future phases of
work will be refined based on the selected conceptual design option in Phase 1.
Policy Implications
The project is consistent with the Comprehensive Plan goals, policies and programs.
Policy L-4.7 Maintain and enhance the University Avenue/Downtown area as a major
commercial center of the City, with a mix of commercial, civic, cultural,
recreational and residential uses. Promote quality design that recognizes
the regional and historical importance of the area and reinforces its
pedestrian character.
Policy L-4.8 Ensure that University Avenue/Downtown is pedestrian-friendly and
supports bicycle use. Use public art, trees, bicycle racks and other
amenities to create an environment that is inviting to pedestrians and
bicyclists.
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Policy B-6.1 Support and enhance the University Avenue/Downtown area as a vital
mixed-use area prioritizing retail, personal service, small office, start-ups,
restaurant, residential and arts and entertainment uses. Recognize the
importance of an appropriate retail mix, including small local businesses,
to the continued vitality of Downtown.
Stakeholder Engagement
The scope of services under this contract includes public outreach and stakeholder engagement
to develop a community preferred plan line alternative for the University Avenue streetscape
design. Planned community meetings include meetings with residents, retail/businesse s,
PABAC, PTC, and Council.
Environmental Review
CSW/Stuber-Stroeh will complete a preliminary environmental assessment including traffic
study and arborist reports under the Phase 1 scope of services. Once a plan line alternative is
developed for preliminary design, CSW/Stuber-Stroeh will complete an environmental
assessment for evaluation under CEQA. It is anticipated that the initial study will conclude that
an Environmental Impact Report or Mitigated Negative Declaration may be required for the
project.
Attachments:
• Attachment A: CSW/Stuber Stroeh Engineering Group Inc., Contract C22182372
Professional Services
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CITY OF PALO ALTO CONTRACT NO. C22182372
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
CSW/STUBER-STROEH ENGINEERING GROUP INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 28th day of
February 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and CSW/STUBER-STROEH ENGINEERING GROUP INC.,
a California corporation, located at 45 Leveroni Court, Novato, CA 94949 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated
herein by this reference:
RECITALS
A. CITY intends to repurpose University Avenue Streetscape to facilitate people-centric
activities and community programming (the “Project”) and desires to engage a consultant to
provide professional design and engineering services in connection with the Project (the
“Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess 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, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A
in accordance with the terms and conditions contained in this Agreement. The performance of
all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution
through December 31, 2024 unless terminated earlier pursuant to Section 19 (Termination) 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, entitled “SCHEDULE OF
PERFORMANCE”. 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.
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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 th e fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT
for performance of the Services shall be based on the compensation structure detailed in Exhibit
C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the
maximum total compensation shall not exceed One Hundred Forty Nine Thousand Eight
Hundred Sixty-Six Dollars ($149,866.00). The hourly schedule of rates, if applicable, is set out in
Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum compensation set forth in this Section
4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the
not-to-exceed compensation amount of Fourteen Thousand Nine Hundred Eighty-Six
Dollars ($14,986.00) for the performance of Additional Services (as defined below). The
total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit C, shall not exceed One Hundred Sixty-Four
Thousand Eight Hundred Fifty-Two Dollars ($164,852.00), as detailed in Exhibit C.
“Additional Services” means 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. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced, written
authorization from CITY as detailed in this Section. Additional Services, if any, shall be
authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager,
as identified in Section 13 (Project Management). Each Task Order shall be in substantially
the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task
Order shall contain a specific scope of services, schedule of performance and maximum
compensation amount, in accordance with the provisions of this Agreement.
Compensation for Additional Services shall be specified by CITY in the Task Order, based
on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates
set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and r eturn it to CITY’s
Project Manager within the time specified by the Project Manager, and upon
authorization by CITY (defined as counter-signature by the CITY Project Manager), the
fully executed Task Order shall become part of this Agreement. The cumulative total
compensation to CONSULTANT for all Task Orders authorized under this Agreement shall
not exceed the amount of compensation set forth for Additional Services in this Section
4. CONSULTANT shall only be compensated for Additional Services performed under an
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authorized Task Order and only up to the maximum amount of compensation set forth
for Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement.
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, if applicable,
an identification of personnel who performed the Services, hours worked, hourly rates, and
reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of 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 invoices shall be subject to verification by CITY.
CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section
13 (Project Management) below. CITY will generally process and pay invoices within thirty (30)
days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by
CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its
employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents
that it, its employees and subcontractors, if any, 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 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, as amended from time to time. 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 the CITY’s stated
construction budget by ten percent (10%) or more, 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
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CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that
CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all
times to be an independent contractor and shall be wholly responsible for the manner in which
CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and
any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled
to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection
with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT
will be responsible for all obligations and payments, whether imposed by federal, state or local
law, including, but not limited to, FICA, income tax withholdings, worker s’ compensation,
unemployment compensation, insurance, and other similar responsibilities related to
CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT
providing same. Nothing in this Agreement shall be construed as creating an employment or
agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT.
Any terms in this Agreement referring to direction from CITY shall be construed as providing for
direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as
to the means by which such a result is obtained.
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 approval of the City Manager. Any purported assignment made without
the prior written approval of the City Manager will be void and without effect. Subject to the
foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and
will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractors authorized
by CITY to perform work on this Project are:
Gates and Associates, 2671 Crow Canyon Road, San Ramon, CA 94583
Fehr and Peers, 100 Pringle Avenue, Suite 600, Walnut Creek, CA 94596
LSA Associates, 20 Executive Park, Suite 200, Irvine, CA 92614
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and
omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the
prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michael Vidra, PE, QSD/QSP,
LEED AP, Telephone (925) 787-4982, Email: mvidra@cswst2.com as the CONSULTANT’s Project
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Manager to have supervisory responsibility for the performance, progress, and execution of the
Services and represent CONSULTANT during the day-to-day performance of the Services. If
circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of
CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager
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
CONSULTANT 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 Services or a
threat to the safety of persons or property.
CITY’s Project Manager is Megha Bansal, Public Works Department, Engineering Services Division,
250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (650) 329-2693, Email:
megha.bansal@cityofpaloalto.org. CITY’s 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. All work product, including without limitation, all
writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations,
models, recordings, data, documents, and other materials and copyright interests developed
under this Agreement, in any form or media, 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 product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make
any of such work product 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 Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to
audit, at any reasonable time during the term of this Agreement and for four (4) years from the
date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement ,
including without limitation records demonstrating compliance with the requirements of Section
10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books
and records in accordance with generally accepted accounting principles for at least four (4) years
after the expiration or earlier termination of this Agreement or the completion of any audit
hereunder, whichever is later.
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
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an “Indemnified Party”) from and against any and all third party demands, claims, or
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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 attorney’s fees, experts fees, court
costs and disbursements (“Claims”) to the extent that such 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, regardless of whether or not it is caused
in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate
percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as
determined by the final judgment of a court of competent jurisdiction.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers,
employees, agents or contractors under this Agreement.
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. No waiver of a condition or nonperformance of an obligation under this
Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement.
No delay or failure to require performance of any provision of this Agreement shall constitute a
waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to
the specific instance expressly stated. No single or partial exercise of any right or remedy will
preclude any other or further exercise of any right or remedy.
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, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full
force and effect during the term of this Agreement, identical insurance coverage, naming CITY as
an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY’s
Risk Manager and will contain an endorsement stating that the insurance is primary coverage
and will not be canceled, or materially reduced in coverage or limits, by the insurer except after
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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. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this
Agreement or at law, the City Manager may terminate this Agreement sooner upon written
notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT
will discontinue its performance of the Services on the effective date in the notice of suspension
or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the City
Manager on or before the effective date in the notice of suspension or termination, any and all
work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the 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 provided
in material conformity with this Agreement as such determination is 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, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29
and 30.
19.4. 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, unless made
in accordance with Section 17 (Waivers).
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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 Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties 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, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict
arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate
financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform
Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, 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
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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.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the
public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
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, hereby incorporated by
reference and as 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 CONSULTANT to CITY generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices, reports, and public
education materials, shall be double-sided and printed on a minimum of 30% or greater post-
consumer content paper, unless otherwise approved by 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 Department’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 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.
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SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the
Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time.
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 subject to prevailing wages and related requirements as a
“public works” under California Labor Code Sections 1720 et seq. and related regulations.
CONSULTANT is required to pay general prevailing wages as defined in California Labor Code
Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et
seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY 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 State of California Department of Industrial Relations (“DIR”). Copies of
these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing
wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see
e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT
shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the
adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable
provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720
et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775,
1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including
but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et
seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply
with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS
CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or
maintenance, including but not limited to the obligations to register with, and furnish certified
payroll records directly to, DIR.
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this
Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or
improvement of any public structure, building, road, or other public improvement of any kind.
(Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works
Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public
Contract Code Section 9204 Public Works Projects”.
This Project is a 9204 Public Works Project and is required to comply with the
claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204
Public Works Projects”.
SECTION 28. CONFIDENTIAL INFORMATION.
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28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information
in strict confidence, not disclose it to any third party, and will use it only for the performance of
its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will
maintain reasonable and appropriate administrative, technical and physical safeguards to ensure
the security, confidentiality and integrity of the Confidential Information. Notwithstanding the
foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and
subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s
obligations to CITY under this Agreement and for no other purpose, provided that the
CONSULTANT informs them of, and requires them to follow, the confidentiality and security
obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section 1798
et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly,
pursuant to this Agreement. Confidential Information excludes information that CONSULTANT
can show by appropriate documentation: (i) was publicly known at the time it was provided or
has subsequently become publicly known other than by a breach of this Agreement; (ii) was
rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of
Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without
breach of any confidentiality obligation; (iv) is independently developed by employees of
CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTAN T
has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so),
to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the
security of its systems or unauthorized disclosure of, or access to, Confidential Information in its
possession or control, and if such Confidential Information consists o f Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil
Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agree ment,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
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terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. 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.
29.3. 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.
29.4. This Agreement, including all exhibits, constitutes the entire and
integrated agreement between the parties with respect to the subject matter of this Agreement,
and supersedes all prior agreements, negotiations, representations, statements and
undertakings, either oral or written. This Agreement may be amended only by a written
instrument, which is signed by the authorized representatives of the parties and approved as
required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control.
In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the
exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this
Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single
binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected
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below, is hereby attached and incorporated into this Agreement by reference as though fully set
forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC
WORKS PROJECTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C22182372 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or Designee
CSW/STUBER-STROEH ENGINEERING
GROUP INC.
Officer 1
By:__________________________________
Name:_______________________________
Title:________________________________
Officer 2
By:__________________________________
Name:_______________________________
Title:________________________________
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CEO/President
Robert Stevens, President
CFO
Linda Schmid, CFO
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EXHIBIT A
SCOPE OF SERVICES
PROJECT DESCRIPTION:
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.
The CITY intends to repurpose University Avenue Streetscape between Alma Street and
Middlefield Road to facilitate people-centric activities and community programming using an
urban design approach considering the architectural setting, landscape design, management, and
user experience of the public spaces in the streetscape project area .
The CITY is awarding the Project’s Phase 1 scope of services under this Agreement as detailed
below. The scope of services of any future phases (beyond Phase 1) as described in the Request
for Proposals, if any such future phases are to proceed, would be developed and refined through
future contract amendments. The CONSULTANT shall complete the following tasks:
PHASE 1 – UNIVERSITY AVENUE CONCEPTUAL PLAN:
Phase 1 Scope of Services includes the following tasks which will establish a preferred
development plan for University Avenue through a public outreach process.
Task 1: Goals and Objectives
1. At project initiation, the CONSULTANT shall attend a kick-off meeting with CITY staff to
review the project scope and general field conditions.
The CONSULTANT shall provide a meeting agenda, schedule, and provide a summary of
comments in an electronic format. An electronic format typically means Adobe Acrobat
(PDF) document including the files in their native format.
2. The CONSULTANT shall work with CITY staff to design an engagement plan tailored to the
community. The plan should identify the milestones and tasks for a successful outreach
process. It should identify channels to share information about the project, possible
events linkages or methods to distribute flyers. The plan should include strategies for
reaching desired, but hard to access, audiences identified by the staff. To help refine this
process, the CONSULTANT should organize two groups to hold walking tours and
coordination meetings to focus on the planning effort. These groups would include:
A. Technical Working Group: This group would include CITY staff including public
works, economic development, planning department, Office of Transportation,
and the police and fire departments as well as utility companies. The discussion
would focus on alternatives to the corridor that are operationally feasible.
B. University Avenue Working Group: This would include a focus group of
representatives from the business community (block ambassadors), residents,
and bicycle advocates that would help to refine the discussion on goals and
objectives for the study and the future of University Avenue. This group would
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support development of the presentations to commissions as well as the greater
community.
At the conclusion of these meetings, the CONSULTANT should have an understanding of
the community’s goals, which will help refine the data collection exercise.
The CONSULTANT shall provide a draft version and, after incorporating any CITY-
requested feedback, a final version of the engagement plan in an electronic format.
Task 2: Data Collection. The CONSULTANT shall collect data as well as research best practices to
develop an existing conditions assessment of University Avenue between Middlefield Road and
Alma Avenue. This would include the following tasks:
A. Existing Conditions Mapping: The CONSULTANT shall supplement existing aerial
photography and LIDAR data for University Avenue with supplemental field data of
sufficient accuracy to illustrate locations of curbs and gutters, sidewalks, utility
appurtenances, lights, traffic signals, striping, signage, buildings, street furnishings, and
trees. This will include data collection approximately 100 feet down each cross street.
The CONSULTANT shall plot the locations of utilities based on record information
supplemented by field investigation including the direction of flow of gravity systems.
This document will serve as the basis for investigation of alternatives for University
Avenue.
The CONSULTANT shall develop the existing conditions mapping in AutoCAD 2019 format.
CONSULTANT shall provide five (5) hard copy sets of the field survey (1 Draft Set/1 Final
set upon CITY approval of Survey) – 24” x 36” sheets of consecutive plan view of roadway
including sidewalks and building outlines and all intersections of University Avenue from
Alma Street to Middlefield Road at a scale of 1” = 20’.
B. Retail: The CONSULTANT shall complete an assessment of the retail establishments within
the project area to determine the name and type of retail for each property. The
CONSULTANT shall identify if the property is vacant and if possible, the duration of
vacancy.
The CONSULTANT shall present this information in both a narrative and exhibit electronic
formats.
C. Traffic: The CONSULTANT shall provide a summary of “Main Street” transportation
options related to road closure and parking implemented in other communities, including
those related to other “slow streets” programs enacted during the Covid -19 pandemic.
The CONSULANT shall also provide a summary of how emerging trends such as automated
vehicles and delivery devices, shared mobility, increased micro mobility usage, and
curbside management implementation may influence future demand for transportation
options on University Avenue.
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In addition to referencing any available data, the CONSULTANT shall coordinate the
collection of new 7-day automated tube counts identifying traffic volumes and speeds at
up to six roadway segment locations anticipated to include at least one location each on
University Avenue, Lytton Avenue, and Hamilton Avenue in the project area. Newly
collected data should be compared to historical data to identify growth trends as well as
a qualitative understanding of effects of the Covid-19 pandemic on traffic volumes in the
downtown Palo Alto area. The CONSULTANT shall also coordinate collection of parking
occupancy data on University Avenue within the project limits reflecting up to six hours
within peak two peak periods.
Based on these assessments, the CONSULTANT shall complete a qualitative assessment
of existing transportation conditions such as parking and travel delay along University
Avenue. The assessment will serve as a baseline of comparison for alternatives to be
developed in future phases.
The CONSULTANT shall summarize this information in a report presented in an electronic
format.
D. Future of Transportation: The CONSULTANT shall hold a study session focused on
emerging demographic, social and technological trends in Palo Alto and Santa Clara
County that impact transportation. The CONSULTANT shall use their TrendLab+ tool to
test the effects of emerging demographic, social and technological trends on mobility
over the next 1, 5 and 10 years. This analysis shall include the ability to test the impacts
of the Covid-19 pandemic and its economic consequences on mobility.
The CONSULTANT shall summarize this information in a presentation to the CITY using an
online meeting platform.
E. Placemaking: The CONSULTANT shall capture the attributes of University Avenue that
make it unique as well as those elements that can be leveraged in the streetscape design.
Visual landmarks and architectural characteristic of setting
Existing vocabulary of site furnishings (public or private)
Retail interface including overhangs into the right of way
Special attributes of each block – dog-friendly, bike parking, performance areas,
gathering spaces, informational nodes, and art elements
Significant signage with each block and the use of outdoor spaces
Pedestrian connections to parking areas
The CONSULTANT shall summarize this information in a report presented in an electronic
format.
F. Arborist Report. The CONSULANT’s certified arborist shall conduct a field survey of the
trees within and adjacent University Avenue that might be affected by project
construction. The field survey shall consist of the following: identify tree species;
determine if the tree is subject to Palo Alto’s tree preservation ordinance and CITY’s Tree
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Technical Manual; measure the diameter; and evaluate its health.
The CONSULTANT shall summarize the information on a map and in a report presented in
an electronic format.
Task 3: Alternatives for University Avenue. Based upon feedback received from various
engagement groups and data collection, the CONSULTANT shall develop at least three alternative
streetscape designs for University Avenue. The CONSULTANT shall use an urban design approach
that emphasizes consideration of the architectural setting, landscape design, management, and
user experience of the public spaces in the streetscape project area.
The alternatives shall each have a brand developed through streetscape components that create
University Avenue as a destination for the community and potentially the region. The alternates
shall respond to the nuanced attributes of each block. Each alternative shall include an
assessment of the impact to traffic, parking, retail environment, deliveries, mai ntenance, multi-
modal access, and safety. The CONSULTANT shall use these metrics to assign a benefit and cost
to each option. For each alternative, the CONSULTANT shall develop a full color plan view,
illustrative sections, and imagery of key elements as necessary to clearly describe the character
of each alternative.
Because traffic and parking are likely to be concerns, the CONSULTANT shall complete both a
qualitative and quantitative assessment of each alternative. The CONSULTANT shall review each
alternative for operational function and safety at the key intersections between Alma Avenue
and Middlefield Road. In addition, the CONSULTANT shall use the traffic model created to
identify effects of partial or full-time roadway closures of University Avenue on Lytton and
Hamilton Avenues.
The goal would be to develop a Preferred Community Plan Line alternative to advance to the
design phase. The Preferred Community Plan Line alternative shall be developed through
outreach meetings and input outlined in Task 5. It is possible that the project includes a near term
alternative as well as a long-term plan for University Avenue that could be implemented if
transportation and social changes continue as anticipated.
Task 4: Costs, Funding, and Assessment Planning. For each of the alternatives including the
Community Preferred Plan Line alignment, the CONSULTANT shall develop a capital cost to
construct improvements as well as work with CITY staff to identify maintenance assumptions and
operating cost associated with proposed improvements including reserves based on amenity life
cycles. The cost estimate shall include all relevant costs, including design, utility relocations,
utility fees for services, construction contract, construction manager, escalation, and appropriate
contingencies.
The CONSULTANT shall work with CITY staff to develop a funding plan to develop the Preferred
Community Plan using local, County, State, and Federal sources. Additionally, the CONSULTANT
shall develop a preliminary budget for an assessment district for funding and/or operation of the
Preferred Community Plan by the property owners fronting the improvement area. The
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CONSULTANT shall prepare assessment analysis models to allocate these costs for
businesses/property owners that benefit from the expanded space as follows:
A. Recommend and develop allocation of capital costs to property owners through at least
two potential assessment district methodologies, assuming a 20-year debt service on
borrowing for the capital costs. CITY will provide relevant parcel and building data for use
in cost allocation.
B. Develop a model to allocate ongoing operating costs for maintenance to businesses using
the newly activated University Avenue public space. The model shall include space
available for constant use and, as applicable, street space made available through
potential regular weekend closures.
The CONSULTANT shall support the CITY in discussions of the funding and assessment planning
with business and property owners using the outreach process as outlined in Task 5. This process
shall occur prior to presenting a draft plan to the Planning and Transportation Commission and
CITY Council for review.
Task 5: Outreach. The CONSULTANT shall use a combination of electronic and in-person
meetings to provide information and solicit feedback regarding the streetscape design and
funding options. The CONSULTANT shall build on the engagement strategy defined in Task 1 with
the support of the University and Technical Working Groups.
A. Website, Branding and Social Media. The CONSULTANT shall initiate the outreach
program and develop a social media plan and calendar based on Palo Alto’s current
preferred communication channels for specific audiences. All the outreach information
should be on CITY’s website that will be directed to a project page on the CONSULTANT’s
hosted website, where the community can take surveys/polls, review frequently asked
questions, and stay abreast of the project evolution. The website shall promote a look
that matches all marketing collateral related to the project to assist with recognition.
B. Meetings. The CONSULTANT shall conduct in-person or virtual outreach meetings per
City’s input. For in-person outreach, the following meetings are anticipated.
Meeting Name External Outreach Internal Outreach
Goal Setting University Working Group Walking Tour Technical Working Group
Opportunities,
Constraints, and ideas
University Working Group
University Business Improvement District
Community Meeting
Technical Working Group
Concept Alternatives University Working Group Walking Tour
University Business Improvement District
Planning & Transportation Commission
Ped and Bike Commission
Community Meeting
Technical Working Group
Recommended
Alternative
University Working Group
Planning & Transportation Commission
City Council
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C. Pop-ups. To further advertise and solicit community input, the CONSULTANT shall plan
to also engage the community where they are already gathering with booths at Farmers
Market or a pop up along University Ave. The CONSULTANT shall solicit input at booths
and direct public to website and public meeting.
D. Notices. CONSULTANT shall prepare all outreach, notices and meeting and presentation
materials for stakeholder, community, and public meetings. Each meeting should be
scheduled for four hours excluding travel time.
E. Facilitation. CONSULTANT shall provide meeting facilitators with expertise in engaging
with multiple stakeholder groups with divergent interests.
Phase 1 - Tasks 1 to 5 Deliverables: The scope of work, above, notes deliverables included in the
individual task. The following is a summary of the CONSULTANT’s deliverables to the CITY.
1. University Avenue mission statement documenting goal and objectives presented in a
memorandum.
2. Base mapping of University Avenue presented as a drawing.
3. Traffic and parking data for the downtown presented as a report.
4. Retail types and occupancy survey presented as a report.
5. Potential alternatives for University Avenue illustrated in plans, illustrations, and
narrative format.
6. Preferred Community Plan Line alternative for University Avenue – potentially illustrating
development over time illustrated in plans, illustrations, and narrative format.
7. Capital and operational costs as well as funding strategies presented in a report format.
8. Two potential assessment district models for the Preferred Community Plan Line
presented in a report format.
9. Website for the project.
10. Public meeting agendas, materials, and minutes including PowerPoint presentations,
plans, handouts, reports, and boards.
1. ADDITIONAL SERVICES: SUBJECT TO ADDITIONAL COMPENSATION, PER SECTION 4 (NOT TO
EXCEED COMPENSATION) OF THIS AGREEMENT
Additional Services, as defined in Section 4 (Not to Exceed Compensation) of this Agreement,
may be required by City. Additional Services are subject to project manager approval via Task
Order prior to starting on work, as detailed in said Section 4. Examples of potential Additional
Services are as follows:
Additional meetings and associated presentation materials with ARB, Council, public, and
other coordination groups.
Additional plan drawings and revisions
2. INFORMATION AND SERVICES PROVIDED BY THE CITY OF PALO ALTO
The CITY will provide the following during the design phase:
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Base Map from GIS for use in identifying City-Owned Utility Information;
Survey and as-built information from the 2018 Upgrade Downtown Project (University
Avenue from High Street to Webster Street)
AutoCAD title block
CITY Standard construction details and technical specifications for irrigation work,
asphalt, concrete, sidewalk, curb and gutter, tree planting, landscaping and median
details in AutoCAD
CITY staff shall assist in obtaining design review documents from CITY staff for various
Departments.
CITY’s Draft Downtown Design Guidelines for reference purposes.
Downtown parking data.
Tax revenue for downtown retail businesses pre COVID-19 as well as pre, during, and post
2020 University Avenue closure. This data shall be general and not specific to any one
business along the corridor to maintain confidentiality.
CONSULTANT is responsible for reviewing and verifying all supplied information.
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into
this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional,
technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the work
described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of this
Task Order and warrant that I have authority to sign
on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of
days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Milestone Completion
Number of Days/ Weeks (as specific below)
From NTP
Goals and Objectives 45 working days
Completion of Data Collection 110 working days
Concept Alternatives 170 working days
Costs, Funding, and Assessment Planning 200 working days
Refined Alternatives 240 working days
Final Presentation to City Council 270 working days
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for 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 rate schedule attached as Exhibit C-1 up to the not to exceed
budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of
the tasks or categories listed below, provided that the total compensation for the Services,
including any specified reimbursable expenses, and the total compensation for Additional
Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section
4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to th e CITY.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1: Goals and Objectives $7,630
Task 2: Data Collection $49,960
Task 3: Alternatives for University Avenue $46,520
Task 4: Costs, Funding, and Assessment Planning $11,116
Task 5: Outreach $32,580
Subtotal for Services $147,806
Reimbursable Expense $2,060
Total for Services and Reimbursable Expenses $149,866
Additional Services (if any, per Section 4) $14,986
Maximum Total Compensation $164,852
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
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other ordinary business expenses, are included within the scope of payment for Services
and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are Travel and Printing up to the not-to-exceed amount of $2,060.00.
Travel outside the San Francisco Bay Area, including transportation and meals, if specified
as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy
for reimbursement of travel and meal expenses.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s and SUBCONSULTANT’s schedules of rates are as follows:
CSW|ST2 Billing Rates (CONSULTANT)
ENGINEERING SERVICES HOURLY RATES
TITLE RATE PER HOUR
Senior Engineer $ 180.00
Engineer I, II, III $ 129.00, $ 157.00, $ 175.00
Technician $ 103.00
SURVEY SERVICES HOURLY RATES
OTHER PROFESSIONAL RATES
TITLE RATE PER HOUR
Principal $235.00
Associate Principal $ 221.00
Project Manager $ 210.00
Construction Manager $ 211.00
Resident Engineer $ 155.00
Technical Writer $ 124.00
Graphic Illustrator $ 118.00
Project Assistant $ 91.00
TITLE RATE PER HOUR
Senior Surveyor $180.00
Surveyor I, II, III $ 129.00, $ 157.00, $ 175.00
Technician $ 118.00
Two Person Survey Party $ 283.00
One Person Survey Party $ 201.00
Aerial Drone Surveyor $ 201.00
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Fehr and Peers Billing Rates (SUBCONSULTANT)
TITLE RATE PER HOUR
Principal $325
Senior Associate $255
Associate $245
Senior Engineer/Planner $190
Engineer/Planner $165
Senior Engineering Technician $170
Senior Project Accountant $165
Senior Project Coordinator $145
Project Coordinator $135
Technician $155
Intern $115
Gates and Associates Billing Rates (SUBCONSULTANT)
TITLE RATE PER HOUR
Partner
Principal
Associate Principal
Senior Associate
Job Captain
Irrigation Design Technician
Sr. Visual Communications Designer
Community Outreach Facilitator
Marketing Coordinator
Administrative/Drafter
$200.00
$185.00
$175.00
$145.00
$135.00
$195.00
$145.00
$150.00
$125.00
$120.00
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LSA Billing Rates (SUBCONSULTANT)
TITLE RATE PER HOUR
Principal
Project Manager
Associate Biologist
Senior Botanist
Associate Cultural Resources
Archeologist
Principal Noise
Senior Planner Noise
Transportation
GIS/ Graphics
Technical Editor
$250.00
$170.00
$165.00
$120.00
$140.00
$85.00
$245.00
$145.00
$200.00
$150.00
$125.00
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS 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 HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S
LIABILITY
STATUTORY
STATUTORY 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: CONSULTANT, 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 CONSULTANT 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 CONSULTANT’S
AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT 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.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTA L 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.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED 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
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EXHIBIT E
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition,
repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement
with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered
with the California Department of Industrial Relations (“DIR”) to perform public work, subject to
limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply
with all applicable requirements of the California Labor Code including but not limited to Labor
Code Sections 1720 through 1861, and all applicable related regulations, including but not limited
to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended
from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing
Wages and DIR Registration for Public Works Contracts) of the Agreement.
CITY provides notice to CONSULTANT of the requirements of California Labor Code Section
1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject
to the requirements of Section 4104 of the Public Contract Code, or engage in the p erformance
of any contract for public work, as defined in this chapter, unless currently registered and
qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section
for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business
and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the
contractor is registered to perform public work pursuant to Section 1725.5 at the time the
contract is awarded.”
This Project is subject to compliance monitoring and enforcement by DIR. All contractors must
be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors
must also be registered with DIR. No contractor or subcontractor may be awarded a contract for
public work on a public works project unless registered with DIR. Additional information
regarding public works and prevailing wage requirements is available on the DIR web site (see
e.g. http://www.dir.ca.gov) as amended from time to time.
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to
post all job site notices prescribed by law or regulation.
CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in
accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR
Section 16461).
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code Section 1776, including but not limited to:
Keep accurate payroll records, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week, and the actual per
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diem wages paid to each journeyman, apprentice, worker, or other employee employed by,
respectively, CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available
for inspection at all reasonable hours at the principal office of CONSULTANT and its listed
subcontractors, respectively.
At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors
shall make the certified payroll records available for inspection or furnished upon request to the
CITY Project Manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified
payroll records to CITY’s Project Manager at the end of each week during the Project.
If the certified payroll records are not provided as required within the 10 -day period, then
CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars
($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum
total of penalties from the progress payment(s) then due and payable to CONSULTANT.
Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’
payroll records (street address, city and county) at the commencement of the Project, and also
provide notice to CITY’s Project Manager within five (5) business days of any change of loc ation
of those payroll records.
Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to
CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or
any subcontractor for each calendar day during which such worker is required or permitted to
work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar
week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through
1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor
in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted
upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours
per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in
Section 1815.
CONSULTANT shall secure the payment of workers’ compensation to its employees as provided
in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with
the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment
of workers’ compensation to its employees before beginning work (Labor Code 1861).
CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).
CONSULTANT shall comply with the statutory requirements regarding employment of
apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will
be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage
and hour laws.
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EXHIBIT F
CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS
The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204;
they provide the exclusive procedures for any claims pursuant to Public Contract Code Section
9204 related to the Services performed under this Agreement.
1. Claim Definition. “Claim” means a separate demand by the Contractor sent by
registered mail or certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or
penalties for delay assessed by the City.
(B) Payment by the City of money or damages arising from the Services performed by,
or on behalf of, the Contractor pursuant to the Agreement and payment for which is not
otherwise expressly provided or to which the Contractor is not otherwise entitled.
(C) Payment of an amount that is disputed by the City.
2. Claim Process.
(A) Timing. Any Claim must be submitted to City in compliance with the
requirements of this Exhibit no later than fourteen (14) days following the event or occurrence
giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within
fourteen (14) days will result in its being deemed waived.
(B) Submission. The Claim must be submitted to City in writing, clearly identified
as a “Claim” submitted pursuant to this Exhibit, and must include reasonable documentation
substantiating the Claim. The Claim must clearly identify and describe the dispute, including
relevant references to applicable portions of the Agreement, and a chronology of relev ant
events. Any Claim for additional payment must include a complete, itemized breakdown of all
labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation
such as payroll records, receipts, invoices, or the like, must be submitted in support of each
claimed cost. Any Claim for an extension of time or delay costs must be substantiated with
schedule analysis and narrative depicting and explaining claimed time impacts.
(C) Review. Upon receipt of a Claim in compliance with this Exhibit, the City shall
conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt,
shall provide the Contractor a written statement identifying what portion of the Claim is disputed
and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual
agreement, extend the time period provided in this paragraph 2.
(D) If City Council Approval Required. If the City needs approval from the City
Council to provide the Contractor a written statement identifying the disputed portion and the
undisputed portion of the Claim, and the City Council does not meet within the 45 days or within
the mutually agreed to extension of time following receipt of a Claim sent by registered mail or
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certified mail, return receipt requested, the City shall have up to three days following the next
duly publicly noticed meeting of the City Council after the 45 -day period, or extension, expires to
provide the Contractor a written statement identifying the disp uted portion and the undisputed
portion.
(E) Payment. Any payment due on an undisputed portion of the Claim shall be
processed and made within 60 days after the City issues its written statement. If the City fails to
issue a written statement, paragraph 3, below, shall apply.
3. Disputed Claims
(A) Meet and Confer. If the Contractor disputes the City's written response, or if
the City fails to respond to a Claim submitted pursuant to this Exhibit within the time prescribed,
the Contractor may demand in writing an informal conference to meet and confer for settlement
of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified
mail, return receipt requested, the City shall schedule a meet and confer conference with in 30
days for settlement of the dispute. Within 10 business days following the conclusion of the meet
and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall
provide the Contractor a written statement identifying the portion of the Claim that remains in
dispute and the portion that is undisputed. Any payment due on an undisputed portion of the
Claim shall be processed and made within 60 days after the City issues its written statement.
(B) Mediation. Any remaining disputed portion of the Claim, as identified by the
Contractor in writing, shall be submitted to nonbinding mediation, with the City and the
Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to
a mediator within 10 business days after the disputed portion of the Claim has been identified in
writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a
mediator and those mediators shall select a qualified neutral third party to mediate the disputed
portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator
in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts
of the Claim remaining in dispute shall be subject to any other remedies authorized by the
Agreement and laws.
(i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but
not limited to, neutral evaluation or a dispute review board, in which an independent third party
or board assists the parties in dispute resolution through negotiation or by issuance of an
evaluation. Any mediation utilized shall conform to the timeframes in this section.
(ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted
pursuant to this section shall excuse any further obligation, if any, under Public Contract Code
Section 20104.4 to mediate after litigation has been commenced.
4. City’s Failure to Respond. Failure by the City to respond to a Claim from the
Contractor within the time periods described in this Exhibit or to otherwise meet the time
requirements of this Exhibit shall result in the Claim being deemed rejected in its entirety. A Claim
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that is denied by reason of the City's failure to have responded to a Claim, or its failure to
otherwise meet the time requirements of this Exhibit, shall not constitute an adverse finding with
regard to the merits of the Claim or the responsibility or qualifications of the Contractor.
5. Interest. Amounts not paid in a timely manner as required by this section shall
bear interest at seven (7) percent per annum.
6. Approved Subcontractor Claims. If an approved subcontractor or a lower tier
subcontractor lacks legal standing to assert a Claim against the City because privity of contract
does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or
lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf
or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which
was performed by the subcontractor or by a lower tier subcontractor on behalf of the
subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish
reasonable documentation to support the Claim. Within 45 days of receipt of this written
request, the Contractor shall notify the subcontractor in writing as to whether the Contractor
presented the claim to the City and, if the Contractor did not present the claim, provide the
subcontractor with a statement of the reasons for not having done so.
7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code
Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a
Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the
commencement of a civil action or binding arbitration, as applicable; and (2) the City may
prescribe reasonable change order, claim, and dispute resolution procedures and requirements
in addition to the provisions of Public Contract Code Section 9204, so long as the contractual
provisions do not conflict with or otherwise impair the timeframes and procedures set forth in
this section.
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