HomeMy WebLinkAboutStaff Report 2311-224013.Approval of Professional Services Contract Number C24188179 with Urban Field Studio
for a Not-to-Exceed Amount of $249,708 for the Development of the Car-Free Streets
Implementation Plan, for a Period of 7-Months; CEQA Status - statutorily Exempt.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: December 18, 2023
Report #:2311-2240
TITLE
Approval of Professional Services Contract Number C24188179 with Urban Field Studio for a Not-
to-Exceed Amount of $249,708 for the Development of the Car-Free Streets Implementation
Plan, for a Period of 7-Months; CEQA Status - statutorily Exempt.
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee
to execute Contract No. C24188179 (Attachment A) with Urban Field for the development of the
Car-free Streets Implementation Plan for a term of 7-months and a total amount not-to-exceed
of $249,708, including $227,007 for basic services and $22,701 for contingency.
EXECUTIVE SUMMARY
This staff report seeks approval of a consultant contract with Urban Field to assist in advancing
the City Council’s November 6, 2023 direction to maintain car-free zones on portions of California
Avenue and Ramona Street.1 The consultant will assist the City with developing wayfinding
signage and branding programs; outdoor patio guidelines; circulation plans for active mobility,
including a two-way bicycle lane; cleaning and maintenance strategies; community engagement;
and other related tasks. In addition to advancing Council’s most recent action, staff will also
continue to advance demonstration projects to enhance the experience on the streets and
further encourage people to visit the area. This could include activations such as additional game
play areas and community spaces to gather, continuation of partnerships like Third Thursday
Music and minigolf, and implementing aesthetic enhancements such as new barriers and public
art.
1 See Page 3, Item 9, Action Minutes for November 6, 2023 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13051&compileOutputType
=1
BACKGROUND
The Car-free Streets2: California Avenue and Ramona Street project is a Council-supported effort
enabling outdoor dining, retail, and personal services in business districts such as California
Avenue and the downtown core. The City Council originally authorized Car-free Streets in 2020
during the COVID-19 pandemic through a program called Summer Streets then incorporated the
project into the City’s Uplift Local Initiative, as an economic recovery effort and to provide
community members with outdoor spaces to gather.
Most recently, at their meeting on November 6, 2023, the City Council directed staff to retain
portions of California Avenue and Ramona Street as a car-free zone on a permanent basis, and
as a part of that work, return to Council with an adjusted contract for consultant services with
Urban Field to implement the direction. Specific to California Avenue, the Council also voted to
work to direct pedestrian traffic to the sidewalks, implement a context-specific outdoor
dining/parklet program based on the City’s recently adopted Permanent Parklet Program, create
a two-way bicycle lane in the car-free area, install gateway and wayfinding signage, initiate a
branding program, conduct regularly scheduled street clean up and maintenance, and explore
reorienting the stalls for the weekly Sunday Farmer’s Market.3 For Ramona Street, Council
directed staff to initiate a branding program of the historic district, add wayfinding signage, and
conduct regular clean up and maintenance.4 As an immediate response to the City Council’s
November 6th direction, City staff and the consultant reordered the scope of work and contract
to prioritize the items from Council’s most recent action. A competitive solicitation was issued
for these services; discussion regarding the request for proposals can be found in the November
6, 2023 staff report. For additional background information, including information on the
procurement process for the Car-free Streets Implementation Plan, please see the City Manager
Report from the November 6, 2023 City Council meeting.5
ANALYSIS
The reordered scope of work and contract includes two phases. The first phase covers many of
the items from the November 6, 2023 City Council meeting and prioritizes the items identified by
businesses and the community. This includes rapidly developing wayfinding signage & branding
programs, outdoor patio guidelines, circulation plans for active mobility, cleaning & maintenance
strategies, and additional ongoing community engagement. The second phase includes items
that require more time, primarily due to a higher level of evaluation and consultation. This
2 http://www.cityofpaloalto.org/carfreestreets
3 See Page 3, Item 9, Action Minutes for November 6, 2023 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13051&compileOutputType
=1
4 Ibid.
5 See City Manager Report #2309-2011 for Action Item 9, Agenda Packet for November 6, 2023 City Council
Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13052&compileOutputType
=1
includes streetscape design and amenities and assistance with understanding legislative methods
and any environmental review required to convert portions of California Avenue and Ramona
Street as permanent car-free zones. The updated scope of work is to be completed in a 7-month
process, beginning once the contract is executed.
Staff recommends contracting with Urban Field because of their comprehensive approach to the
updated reordered project scope, clear understanding of Palo Alto and its needs, and unique
methods to engage key stakeholders. Urban Field also has experience working with Bay Area
communities on developing plans for public and private outdoor uses, creating wayfinding and
signage programs, and activating spaces and healthy commercial and community areas, including
in Mountain View, Burlingame, Fremont, and Oakland. Finally, Urban Field proposed an updated
scope within budget and will provide exceptional project management experience. The proposed
budget does include a 10% contingency for any modifications to the scope for additions or
unexpected work.
FISCAL/RESOURCE IMPACT
The Office of Transportation FY 2024 Adopted Operating Budget appropriated $250,000 for this
initiative. The updated cost proposal for the reordered scope of work is $249,708 ($227,007 base
with a $22,701 contingency of 10%).
STAKEHOLDER ENGAGEMENT
Urban Field’s updated scope of work responds to previous community feedback to set up regular
and ongoing meetings to keep everyone updated on progress and developments. For this project,
this includes a structured yet efficient community engagement approach with three areas of
focus: 1) Monthly meetings with Subcommittees (one for Cal Ave. business owners and
stakeholders, and one for Ramona Street business owners and stakeholders); 2) Community at-
large outreach events; and, 3) City Council Meetings. The consultant will publish a public “What
We Heard” memo summarizing the engagement efforts and serve as a record and reference
summary.
ENVIRONMENTAL REVIEW
The approval of the contract with Urban Field is statutorily exempt under Section 15262
(Feasibility & Planning Studies) of the California Environmental Quality Act (CEQA) regulations.
The second phase in the updated scope of work includes a task, Environmental Clearance Review
and Recommendations, where the consultant will review the final concepts and Implementation
Plan, develop an environmental clearance strategy, and file any required exemption
documentation (if appropriate) under CEQA on behalf of the City, following direction to do so
from the City.
ATTACHMENTS
Attachment A: Contract C24188179 with Urban Field Studio
APPROVED BY: Philip Kamhi, Chief Transportation Official
CITY OF PALO ALTO CONTRACT NO. C24188179
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND JOHN BELA URBANISM + DESIGN
dba: URBAN FIELD STUDIO, LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 4th day of
December 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and JOHN BELA URBANISM + DESIGN dba:
URBAN FIELD STUDIO, LLC, a California Limited Liability Corporation, located at 24
Woodland Road, Fairfax, CA 94903 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to retain the services of a qualified consulting firm ( (the “Project”) and
desires to engage a consultant to produce a CAR-FREE STREETS Implementation Plan for the
City of Palo Alto 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.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximum
compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on-call Services only by advanced, written authorization
from CITY as detailed in this Section. On-call Services, if any, shall be authorized by
CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager,
as identified in Section 13 (Project Management). Each Task Order shall be in substantially
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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 on-call 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 return 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 due
to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the
amount of compensation set forth in Section 4. CONSULTANT shall only be compensated
for on-call Services performed under an authorized Task Order and only up to the
maximum compensation amount set forth in Section 4. Performance of and payment for
any on-call Services are subject to all requirements and restrictions in this Agreement.
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. CITY’s agreement to the extent caused by
CONSULTANT’S failure to meet its professional standard of care. Notwithstanding anything to
the contrary contained herein, CONSULTANT shall not be deemed in default of this Agreement
to the extent that any delay or failure in the performance of its obligations results from any cause
beyond its reasonable control and without its negligence.
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 Two-Hundred Forty-
Nine Thousand, Seven Hundred Eight Dollars ($249,708.00). 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.)
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In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Twenty-Two Thousand, Seven Hundred One
Dollars ($22,701.00) 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 Two-Hundred Forty-Nine
Thousand, Seven Hundred Eight Dollars ($249,708.00), 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 return 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
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
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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 be performed with the professional standard of care
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 and
locality. Such professional standard of care is not a warranty or guarantee and CONSULTANT
shall have no such obligation.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT’S shall exercise due and
reasonable professional care in observing those non-conflicting keep itself informed of and in
compliance with all federal, state and local codes, laws, ordinances, regulations, and orders
applicable at the time CONSULTANT renders its Services 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 and locality that may affect in any manner
the Project or the performance of the Services or those engaged to perform Services under this
Agreement, or CONSULTANT’S Services, 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, to the extent caused by CONSULTANT’S failure to meet its
professional standard of care.
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, CONSULTANT’S opinions or estimates of probable construction cost are
prepared on the basis of CONSULTANT’S experience and qualifications and represent
CONSULTANT’S judgment as a professional, generally familiar with the industry. However,
since CONSULTANT’ has no control over the cost of labor, materials, equipment or services
furnished by others, over contractor’s methods of determining prices, or over competitive
bidding or market conditions, CONSULTANT cannot and does not guarantee that proposals,
bids, or actual construction cost will not vary from CONSULTANT’S opinions or estimates of
probable construction cost. 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 CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
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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, workers’ 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 A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
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:
Kimley-Horn
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 John Bela,
john@urbanfieldstudio.com, (415) 350-8257 as the CONSULTANT’s Project Manager to have
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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 Ozzy Arce, ozzy.arce@cityofpaloalto.org, Department, Office of
Transportation, 250 Hamilton Avenue Alto, CA, 94301, Telephone:(650) 329-2156. 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.
CITY acknowledges that CONSULTANT’S work product may be stored and delivered to CITY
and others in electronic files (“Data”), and that anomalies and errors can be introduced into the
Data when it is transferred or used in conjunction with incompatible computer equipment or
software. CONSULTANT’S Data is being furnished "as is" and CONSULTANT shall have no
duty to modify or update the Data. CONSULTANT reserves the right to retain an archival paper
or electronic copy of the Data delivered to CITY or the general contractor which shall be referred
to and shall be conclusive proof and govern in all disputes over the form or content of the Data
furnished by CONSULTANT.
CITY acknowledges that ownership of, and any copyrights to, CONSULTANT’S and its
consultants pre-existing standard details and specifications shall remain with their respective
owners and CITY shall not acquire any rights in any such pre-existing standard details.
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
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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 extent permitted by law, CONSULTANT shall
indemnify, defend and hold harmless CITY, its Council members, officers, employees and any
other entity or person for which CONSULTANT is legally liable (each an “Indemnified Party”)
from and against any damages, losses, liabilities, judgments, settlements, expenses and costs, that
Indemnified Party incurs from third party demands, claims, actions suits or matters connected
therewith, including reasonable and necessary costs and expenses attorney’s fees, costs and
expenses recoverable under applicable law (“Claims”) to the extent that such Claims arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct, including death or injury
to any person, or damage to tangible property of CONSULTANT, its officers, employees, any
other entity or person for which CONSULTANT is legally liable under this
Agreement, Notwithstanding the foregoing, if CONSULTANT’S obligation to indemnify arises
out of CONSULTANT’S performance of services for the Project as a “design professional,” as
that term is defined in California Civil Code Section 2782.8, CONSULTANT’S indemnity
obligation shall be limited in accordance with the provisions of Section 2782.8 as it was in effect
as of the date of this Agreement. CONSULTANT agrees to obtain executed indemnity agreements
with provisions identical to those set forth in this indemnity provision from each and every
subconsultant it retains. In no event shall the indemnification obligation extend beyond the date
when the institution of legal or equitable proceedings for professional negligence would be barred
by any applicable statute of repose or statute of limitations. CONSULTANT is not obligated to
indemnify and hold harmless Indemnified Party for its active or sole negligence, or willful
misconduct.
[Option B applies to any consultant who does not qualify as a design professional as
defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands, claims,
or liability of any nature, including death or injury to any person, property damage or any other
loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees,
court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related
to performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from 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
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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 reference and attach an endorsements
stating that the insurance (1) is primary coverage, with the exception of professional
liability, workers’ compensation and employers’ liability insurance policies, and (2) will
not be canceled, or materially reduced in coverage or limits, by the insurer except after
filing with the Purchasing Manager thirty (30) days’ prior written notice of the
cancellation or modification. If the insurer cancels or modifies the insurance and
provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall
provide the Purchasing Manager written notice of the cancellation or modification within
two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT
shall be responsible for ensuring that current certificates evidencing the insurance are
provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
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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).
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
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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 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.
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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.
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 not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
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requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
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 not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
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) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
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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 of 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 Agreement,
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
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.
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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 below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C24188179
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
JOHN BELA URBANISM + DESIGN
dba: URBAN FIELD STUDIO, LLC
Officer 1
By:
Name:
Title:
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John Bela
Principal
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.
CONSULTANT will produce a Car-free Streets Implementation Plan: California Avenue and Ramona
Street
Phase 1:
• Signage & Branding
o Including research & analysis of existing conditions and technical Studies
o Embed historic elements into topic.
o CONSULTANT will develop a plan and designs for Pedestrian
gateway/directional/wayfinding signage, both static and dynamic sign types, including
gateway way signs at Cambridge and Sherman on El Camino, on Page Mill, and
wayfinding signage on California Ave and Ramona Street primarily to promote retail
businesses and events, and to build upon the City’s recent temporary wayfinding signage
efforts.
Develop two visual identities - one for California Avenue and one for Ramona
Street
• Facilitate 30-60 min workshop exercise with subcommittee to determine
'brand values' to define design direction.
• Prepare 2-3 visual design options for each district for Council to choose
from, including a small subset of signage to articulate visual direction
• Refinements based on feedback from subcommittee
Develop Signage Program & Plan
• Site review - document existing wayfinding & opportunities for
improvement.
• Plan for locations, size, and types of new signage required
Signage Mockups:
• Develop chosen visual directions to a suite of example signs for each
location. Mockup of each type of sign.
• Source quotes for fabrication and installation of signage
• Present mockups to the subcommittee, integrate feedback to reach
finalized design.
o CONSULTANT will develop a branding program specific to Cal Ave. District and
Ramona St., informed by and highlighting the unique history and contemporary strengths
of each street. The branding can be embedded into the designs for the signs.
o DELIVERABLE: Draft and final branding and visual identity (one for Cal Ave. and one
for Ramona St.), gateway, and pedestrian directional wayfinding signage design
mockups; source quotes; presentation at subcommittees and the City Council.
• Cleaning & Maintenance
o CONSULTANT shall identify best practices from other cities for the ongoing cleaning &
maintenance of car-free streets, including partnerships and stewardship opportunities.
o DELIVERABLE: CONSULTANT will generate recommendations for Cal Ave. and
Ramona Street cleaning & maintenance, including but not limited to: street cleaning &
graffiti abatement.
• Community Engagement
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o Consultation with businesses on the “permanent parklets,” AKA: Outdoor patio/dining
areas, and informing the community/stakeholders what other communities are doing and
how they are approaching car-free environments.
o The City of Palo Alto shall assemble two Car-free Streets Implementation
subcommittees: one for Cal Ave. and one for Ramona Street, composed of
representatives from key stakeholder groups, including business and property owners and
nearby residents. These groups shall be the primary point of engagement for the
consultant team to deliver this scope of work.
o CONSULTANT will work closely with City staff for all community engagement
activities and will build on previous community feedback from Palo Alto’s Uplift Local
program and other City-led engagement efforts.
o Kick-off Meetings, Community Engagement Strategy Memo: CONSULTANT will meet
with City staff to discuss the schedule of meetings with the Subcommittees, plan the
broader community outreach event, and the schedule for City Council meetings. It will be
one kick-off meeting, 2-hours, preference for in-person.
o CONSULTANT will prepare a Community Engagement Strategy Memo that outlines
engagement approach and schedule. One week to develop Memo after the kick-off
meeting.
o Monthly meetings with CFS Subcommittees: CONSULTANT shall meet monthly with
the subcommittees to present content, facilitate discussion, receive feedback, and gather
insights to inform the project. Agendas, and proposed content, presentations, and
discussion points for the meetings shall be prepared by the consultant in advance of the
meetings. 6-8 meetings, 1.5 to 2 hours each.
o Community at-large outreach event: CONSULTANT will design and coordinate an in-
person event to solicit feedback from the public, such as feedback on the proposed
preferred streetscape for the streets. The venue may be at City Hall, a community meeting
room, or a street-level engagement effort such as a farmer’s market, outdoor music, or
holiday events. Timing and location TBD. Proposed content, boards, presentations, and
discussion points for the event shall be prepared by the consultant in advance of the
event. One event, 4-hours.
o Meetings with City Council: CONSULTANT shall prepare content, share insights, and
share feedback from subcommittee meetings and the at-large community event, and
present project progress to City Council at major milestones, including reviewing and
approving of the preferred streetscape plan for each location. Consultant shall support
staff in preparing the materials for the meetings, including reports and presentations.
Three in-person meetings, 1 to 2 hours each.
o DELIVERABLES: Community Engagement Strategy Memo; Meeting Summaries for
each Subcommittee meeting; for the Community at-large event: Presentation Boards,
summary of insights and feedback added to the ‘What We Heard’ memo; Community
Outreach Summary: CONSULTANT will prepare a ‘What We Heard’ memo that
summarizes the engagement process for the project and identifies key insights, concerns,
and considerations. This will form the basis of the design brief prior to developing
preliminary concepts, and guide the process to select preferred concepts. This document
will serve as a record and summary of the project engagement efforts.
• Outdoor Patio Guidelines
o CONSULTANT will evaluate existing use of public right-of-way for car-free streets,
parklets, and private outdoor dining on Cal Ave and Ramona Streets, and develop
commercial outdoor dining design standards and guidelines that build on the City’s
recently adopted Permanent Parklet Guidelines and Regulations, yet adjusted for
contextual differences on California Avenue, if necessary. These can include but are not
limited to: patio license application process, patio elements, guidelines for merchandise
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in patios, outdoor live entertainment, and furnishings such as seating, signage,
accessibility, edge treatments, umbrellas, portable heaters, trash and recycle bins,
lighting, and planters, maintenance and operations.
o CONSULTANT will highlight relevant findings from best practices research that apply
to Palo Alto.
o CONSULTANT will develop written and graphic design standards and guidelines for
commercial outdoor dining /patios, as informed by the City’s recently adopted Permanent
Parklet Guidelines and Regulations. This applies only to Cal Ave. since the Permanent
Parklet Guidelines Apply to Ramona Street.
o Develop recommendations for a fee/pricing strategy for public and commercial use of the
public right-of-way, as informed by the City’s recently adopted Permanent Parklet
Regulations.
o Present draft design standards and guidelines to the Project subcommittees and the City
Council for adoption and incorporation as part of the preferred concepts
o Embed historic elements into topic/guidelines.
o DELIVERABLE: Design standards and guidelines for commercial outdoor dining on Cal
Ave and public outdoor areas; content for presenting draft guidelines to subcommittee
and the draft and final guidelines to the City Council.
• Active Mobility & Circulation
o Including research & analysis of existing conditions and technical studies, including data
from location analytics platforms via a consultant access to platforms such as Replica, Placer)
o ADA Access & Accessibility
o As part of the community engagement process, the consultant will identify key
considerations for universal access, including identifying the potential obstacles or
barriers for different communities and user groups to participate in and shape these new
public spaces. This shall also include recommendations to enhance access to and from the
car-free streets, including ADA parking recommendations, recommended paths of travel
to enhance accessibility, and consideration of ADA as part of the design guidelines for
public and private outdoor areas. Equity and Accessibility considerations will be
integrated into the project design brief and will be used as fundamental drivers of
evaluating the preferred concepts.
o CONSULTANT will work with the City and stakeholders to develop design scenarios
that strongly contribute to strengthened public life and economic outcomes by delineating
pedestrian and bicycle circulation, location and arrangement of parklets and commercial
outdoor dining, ADA access, emergency vehicle circulation, and appropriate connection
to adjacent parking facilities.
o The guiding principles for this task are as follows:
o Identify preferred uses and arrangements for public streets and alleys, with focus on
strengthening public life and improving circulation, economic, environmental, and
quality-of-life outcomes.
o Plan for high-quality bicycle and pedestrian networks that are connected, safe, clean, and
comfortable.
o Integrate connections to transit particularly to/from VTA bus stops and Caltrain train
stations, and the City’s Palo Alto Link rideshare service.
o Provide appropriate ADA, service, and emergency vehicle access.
o Curb management: Investigate the use of side alleys for service, delivery, loading, etc.
o Pedestrian traffic be directed to places that increase visibility of retailers.
Phase 2:
• Streetscape Design & Amenities
o Building on the site analysis, community engagement, and discussions with City Staff to
inform the project Design Brief, the consultant will craft a comprehensive streetscape/urban
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design framework for the project focus areas and areas of interest (see map).
o CONSULTANT will establish the conditions for an environment that encourages curiosity
and exploration, place-making, movement of people and goods, and economic vibrancy,
while also considering overall project cost and operational capacity.
o CONSULTANT will seek to balance the uses and users of the street such as pedestrians and
cyclists, retailers and restaurants, Emergency and service access and loading, and access to
adjacent parking areas.
o CONSULTANT will work with the City and stakeholders to identify up to two future
scenarios for both the California Avenue and Ramona Street areas (four scenarios total) to be
advanced into more detailed evaluation. The scenarios will be identified, developed, and
selected using high-level screening criteria built from the design brief, including guiding
principles for the effort.
o CONSULTANT will develop concepts for a public realm and streetscape design that
includes, but is not limited to the following:
Delineation of pedestrian and bicycle zones, including designs for a center-running
two-way bike lanes, slow bike lanes, shared use spaces with bicycles and pedestrians,
and other innovative potential bikeway designs, such as using public art.
Delineation of public and private commercial use areas.
Pedestrian Priority Street Design including surface treatments, movement and
lingering areas, hierarchy and delineation of public and private spaces.
Opportunities for daily, weekly, and seasonal events and gatherings.
Furnishings: paving treatments, planting, lighting, various types and arrangements of
seating.
Utilities: power, lighting, heating, water POCs, drainage, street cleaning.
Safety and security, ADA accessibility, vehicle barricades.
Amenities: Restrooms, Bike parking.
Shading and canopy opportunities, particularly for public outdoor areas and the Cal
Ave. farmer’s market.
Consideration of and exploration for reorienting the stalls of the Cal Ave. farmers
market to face the businesses, and other reorienting options, that could benefit the
farmers market and the existing businesses, and is consistent with pedestrian traffic
flow.
Locations and Opportunities for Public art and Street Activation.
o Concept designs developed shall move toward maintaining the portions of Cal Ave. and
Ramona Street permanently car-free (the project focus areas)
o DELIVERABLES: Preliminary illustrative plans, circulation, and access diagrams for up to
four concepts; Final illustrative plans, circulation and access diagrams, and up to 2 eye-level
experience renderings for preferred concepts
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Map of Project Areas:
For California Avenue, the Project Focus Area is California Avenue between El Camino Real and Birch
Street; and the Project Area of Interest is California Avenue from El Camino Real to the Caltrain Station,
Ash Street to Sherman Avenue, neighboring alleyways and streets: Cambridge Avenue, New Mayfield
Lane, Jacaranda Lane, and Sherman Avenue.
For Ramona Street, the Project Focus Area is Ramona Street between University Avenue and Hamilton
Avenue; and the Project Area of Interest is Ramona Street adjacent pedestrian alleyways and drive aisles.
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Professional Services
Rev. Dec.15, 2020
• Legislative Options & Approach
o CONSULTANT will evaluate and determine the various legislative methods for enacting
permanent street closures, including, but not limited to reviewing and reporting on the
Pedestrian Mall Law of 1960, and provide a recommendation on how to best implement
permanent car-free streets.
o DELIVERABLE: Draft a memo on the legislative considerations and recommendations.
• Environmental Assessment & Clearance
o CONSULTANT will review the final concepts and implementation plan and develop an
environmental clearance strategy and roadmap. The environmental clearance strategy may
include options to exempt all or portions of the project, adopt the conceptual plan at a
program-level by tiering-off of existing environmental clearances, and next steps for project-
level clearance.
o CONSUTLANT is responsible for conducting an assessment to determine the level of
environmental review required for project implementation under the California
Environmental Quality Act (CEQA).
o For project components expected to qualify for exemptions, the consultant will develop a
Notice of Exemption under CEQA and file it on behalf of the City, following direction to do
so from City staff.
o DELIVERABLE: Environmental Clearance Assessment and Environmental Clearance
Strategy document; and assistance with drafting and filing any required environmental
documentation.
• Implementation Schedule, Cost, and Funding Strategies
o Action items to be divided into short-term and long-term actions
o Design development and preliminary option of probably cost
Based on feedback from subcommittee, community, and Council, consultant shall
select one preferred streetscape for each location, prepare design & plan-line
development drawings that includes major proposed changes, improvements, and
features, and prepare preliminary opinion of probable cost for the preferred concepts.
o Funding strategies
CONSULTANT will identify opportunities for public and private funding to
implement the preferred concepts and Plan.
o Ongoing Operations and Stewardship
CONSULTANT will identify short and long-term operational needs and management
of public realm areas and provide suggestions and recommendations for daily,
weekly, and seasonal programming concepts (e.g. parades, festivals, regular-
occurring events, permitting events and other opportunities for utilization of the street
space).
CONSULTANT will identify potential partner organizations for programming,
operations, and stewardship.
CONSULTANT shall identify best practices in street stewardship from other cities,
and look at how to create and the effectiveness of stewardship groups, such as
Community Benefit Districts or Business Improvement Districts, particularly for the
Cal Ave. area
o DELIVERABLES:
Implementation Plan & Schedule
Design Development drawing sets for preferred concepts for Cal Ave and Ramona
Street car-free areas.
Preliminary Opinion of Probable Cost for proposed improvements and preferred
concepts
Funding strategies
Ongoing Operations & Stewardship recommendations
• Project Management & Oversight
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o At the outset of the project, such as at the kick-off meeting, the consultant will discuss and
establish the final project schedule and rhythm for project updates and check-ins with City
Staff.
o CONSULTANT will identify the primary point of contact from the consultant and from City
Staff.
o CONSULTANT may use a variety of tools to track and communicate progress including the
Community Engagement memo and a slide deck to share biweekly (every two weeks),
project updates, as well as a project budget tracker, to ensure alignment on fee utilization.
o At project kick-off, City staff and the consultant will review and agree on the project scope,
goals, and objective; the community engagement plan; project timeline, data needs; and team
roles and responsibilities, and invoicing procedures and requirements.
o To the extend that it is possible and available, the City should provide the consultant with
existing base maps, GIS, CAD files, technical drawings, etc. for the project areas as well as
begin the process or already provide access to the location analytics platforms prior to the
kick off meeting, such as Replica’s Consultant Access Program.
o CONSULTANT will meet with City staff every two weeks, as needed. These meetings may
be virtual.
o DELIVERABLE: Final Scope document and workplan, meeting schedule with target
audiences. Meeting agendas, updated project schedule, updated budget spreadsheet, and
recorded meeting notes
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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 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.
Milestones
Completion
Number of Weeks (as specified below)
from NTP
1. Signage & Branding 8 weeks
2. Active Mobility & Circulation 8 weeks
3. Outdoor Patio Guidelines 8 weeks
4. Cleaning & Maintenance 8 weeks
5. Public Outreach and Engagement 24 weeks
6. Streetscape Design & Amenities 8 weeks
7. Implementation Strategies 4 weeks
8. Legislative Approach 4 weeks
9. Environmental Clearance Strategy 4 weeks
10. Project Management 24 weeks
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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DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E
Professional Services
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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 the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Phase 1:
Signage & Branding; Cleaning & Maintenance;
Community Engagement; Outdoor Patio Guidelines; and
Active Mobility & Circulation
$133,927
Phase 2:
Streetscape Design & Amenities; Legislative Options &
Approach; Environmental Clearance Strategy & Roadmap;
Implementation Schedule, Cost, and Funding Strategies;
Project Management & Oversight
$93,080
Sub-total for Services $227,007
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $227,007
Additional Services (if any, per Section 4) $22,701
Maximum Total Compensation $249,708
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
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
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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: NONE up to the not-to-exceed amount of: $0.00.
A. 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.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
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 schedule of rates is as follows:
DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E
2023_1130_PaloAlto_CarFreeStreets_implementation
1
URBAN FIELD STUDIO
Attachment E: COST PROPOSAL
Car-free Streets Implementation Plan: RFP #188179
DATE Friday December 1, 2023
URBAN FIELD KIMLEY-HORN
BASIC SERVICES Director Partner Designer Advisor Sr Prof. 1 Profession
al
Analyst II Analyst I Project
Support TASK
SUBTOTAL
Rate $250 $205 $150 $175 $282 $217 $180 $165 $140
PHASE 1
Signage & Branding
Develop Visual Idenities 16 40
Develop Signage Program & Plan 8 40
Signage Mockups 8 20
Cleaning & Maintenance
Best practice research & reccomendations 8 16
Community Engagement
Kick off / Community Engagement Strategy Memo 4 2 4
Monthly Meetings with Car Free Streets Implementation
Subcommittees
Prepare slide deck presentation for meetings 32 2 32
16 Subcommitee Meetings, 2 hours each 32 2 32
Community-at-large Outreach Event
Prepare boards and graphics 16 4 24
On site Event Facilitation 6 6 6
Capture and synthesize feedback 2 2 8
Meetings with City Council
Prepare slide deck presentation for meetings 12 1 12 2
3 City Council meetings, 2 hours each 6 6 0 2
Community Outreach Summary 6 2 12
Outdoor Patio Guidelines
Evaluate existing conditions 12 12
Summarize best pracice research 8 8
Develop standards and guidelines 20 40
Develop reccomendations for fee / pricing strategy 4 8
Active Mobility and Circulation
research existing conditions, using city data and location
analytics platforms
12 12 2 4 10
develop active mobilty strategy 12 24 2 8 16
develop strategy for ADA, Service, and Emergency Vehicle
access
8 24 2 8 16
Hours Subtotal 232 27 374 4 6 20 42 0 0
Phase 1 Subtotal $58,000 $5,535 $56,100 $700 $1,692 $4,340 $7,560 $0 $0
Subtotal by Team $120,335 $13,592 $133,927
PHASE 2
Streetscape Design and Amenities
Scenario development 16 32
Preliminary Concept Design 16 40
Design Refinement & Illustration 16 40
Legislative Options & Approach 4 4 0 8
Environmental Clearance Strategy & Roadmap 4 4 0 8 4 12 0 24
Implementation Schedule, Cost, and Funding
Strategies
Project Roadmap 16 20
Design Development and Preliminary Opintion of Probable
Cost
24 60
Funding Strategies 8 8
Ongoing Operations and Stewardship Reccomendations 8 16
Project Management and Oversight
City Team Meetings 24 4 24 2 2 4 1
Internal Team Coordination Meetings 12 4 12 2 4 4
Hours Subtotal 148 16 244 28 10 20 1 24 0
Phase 2 Subtotal $37,000 $3,280 $36,600 $4,900 $2,820 $4,340 $180 $3,960 $0
Subtotal by Team $81,780 $11,300 $93,080
SUBTOTAL BASIC SERVICES $202,115 $24,892 $227,007
Contingency (10%)$22,701
TOTAL NOT TO EXCEED FEE $249,708
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Professional Services
Rev. Dec.15, 2020
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: HTTP://WWW.OPENGOV.COM
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 TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
IV. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH
THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTP://WWW.OPENGOV.COM
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