HomeMy WebLinkAboutStaff Report 2405-3025CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Tuesday, June 18, 2024
Council Chambers & Hybrid
4:00 PM
Agenda Item
7.Approval of Professional Service Contract Number C25191000 with Grassroots Ecology in
an Amount Not-to-Exceed $612,027 for Land Stewardship Services at Pearson-
Arastradero Preserve for a period of Five Years; CEQA status – categorically exempt.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: June 18, 2024
Report #:2405-3025
TITLE
Approval of Professional Service Contract Number C25191000 with Grassroots Ecology in an
Amount Not-to-Exceed $612,027 for Land Stewardship Services at Pearson-Arastradero Preserve
for a period of Five Years; CEQA status – categorically exempt.
RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or their designee to
execute Contract C25191000 (Attachment A) with Grassroots Ecology for Stewardship at
Pearson-Arastradero Preserve for a term of five years and a total not-to-exceed $612,027, with
a mutual renewal option for an additional five years.
EXECUTIVE SUMMARY
In 1996, the City initiated a stewardship program and later an agreement with Bay Area Action
for habitat restoration and environmental education at the Enid W. Pearson Arastradero
Preserve (Preserve). Since then, Bay Area Action and successor organizations Acterra and
Grassroots Ecology have been the Stewards of the Preserve implementing the Arastradero
Management Plan.
After solicitation for proposals, staff is recommending City Council’s approval of a five-year
contract with Grassroots Ecology to continue being the Steward of the Preserve. The amount of
the contract over the five-year period is $612,027.
BACKGROUND
On March 11, 1996, City Council adopted a five-point plan for the management of the Preserve
and gave direction to staff to explore opportunities for leveraging City resources to ensure future
maintenance and oversight of the natural resources of the Preserve.
This direction included:
1. Explore the possibility of a public/private stewardship agreement;
2.Removal of all existing building structures including a house site, cottage, and barn;
3.Restoration of habitat in the areas where the structures were located;
4.Explore the potential for a new modest facility as an educational gateway to the Preserve;
5.Create a mechanism to allow funding for some or all elements of the Preserve
Management Plan.
On May 13, 1996, City Council approved the Arastradero Preserve project work plan1.
One element of the work plan addressed the development of the concept of a public/private
partnership for stewardship of the Preserve. On November 4, 1996, City Council approved the
Arastradero Preserve Management Plan and the concept of a stewardship agreement with a local
non-profit organization2. At its April 28, 1997 meeting, City Council approved a five-year contract
with Bay Area Action to act as the steward of the Preserve and to implement action steps of the
Arastradero Management Plan.
Since 1997, Bay Area Action and successor organizations Acterra and Grassroots Ecology have
been contracted as the land steward for the Preserve. They have and continue to meet and
exceed goals of the Arastradero Management Plan.
ANALYSIS
Annually, the Steward collaborates with the Preserve’s Supervising Ranger to develop a
workplan. Some aspects of the work have included the following:
•Native plant revegetation along the riparian corridors of Mayfly and Arastradero Creeks
•Removal or management of target invasive plant species, including stinkwort,
medusahead, thistles, teasel, and hemlock
•Protecting and monitoring native tree saplings to allow the next generation of trees to
grow to maturity
•Monitoring and maintenance of wildlife cameras
•Installing, monitoring, and maintenance of bird boxes
The Preserve’s Stewards have used a community outreach model to achieve their respective
workplans. Each year, they plan and coordinate volunteers for workdays while also providing
youth with an afterschool program focused on environmental science topics and habitat
restoration. They also provide interpretive programs for the general public. Currently and
planned for Fiscal Year 2025, the community outreach includes the following:
•20 volunteer engagement workdays consisting of 1,200 volunteer hours
•10 to 16 events with youth engagement and education
1 City Council, May 13, 1996; CMR:253:96, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=65516
2 City Council, November 4, 1996; CMR:423:96,
https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=66299
•Four public days of interpretive engagement covering environmental topics to develop
a relationship between visitors and the Preserve
To continue stewardship at the Preserve and meet the goals of the Preserve’s Management Plan,
staff recommends City Council approval of contract C25191000 with Grassroots Ecology. The
contract’s scope of work is in accordance with the Management Plan and includes native plant
revegetation, invasive plant management, community outreach, project management, and
various tasks to be agreed upon by the Steward and City staff. Establishing a contract with a local
non-profit such as Grassroots Ecology is in accordance with the Management Plan and consistent
with the City’s public/private partnership policy.
Request for Proposal Process
An RFP was solicited through the City’s online OpenGov eProcurement platform on April 19, 2024
as RFP 191000 and 3,068 vendors were notified. The solicitation period was posted for 21 days,
downloaded by eight organizations and one proposal was received. As the Preserve’s
management plan calls for a local non-profit organization to be the Steward, notification of the
RFP solicitation was also sent by staff to three habitat restoration non-profits in the Bay Area
region. Of the eight organizations which downloaded the solicitation, only Grassroots Ecology
attended a mandatory pre-proposal meeting and was the only one to submit a proposal.
After the submittal deadline, staff inquired with several potential vendors and received
responses from three of them. One organization informed staff that they do not respond to open
solicitations, another responded that they didn’t see the solicitation, and one more informed
staff that they only publish potential projects for their members to review.
Table #1: Summary of Request for Proposal
Proposal Description Arastradero Stewardship / RFP 191000
Proposed Length of Project 5 Years
Number Vendors Notified 3,068 Notices
Number of Proposal Packages Downloaded 8 Downloads
Total Days to Respond to Proposal 21 Days
Pre-Proposal Meeting Yes, Mandatory
Pre-Proposal Meeting Date April 24, 2024
Number of Proposals Received 1 Proposal
Proposal Cost $115,475 for Year 1 with 3% annual increase
Public Link to Solicitation https://procurement.opengov.com/portal/palo-
alto-ca/projects/91221
Proposal Review Process
Staff reviewed the proposal from Grassroots Ecology for adherence to the solicited scope of
services, organization profile, stewardship of open space areas in other local jurisdictions, and
cost proposal. All reviewers independently scored the proposal highly and within a close range
of scores. The proposal closely matched the solicitation’s scope of services and the differences
do not impact the intended outcome and achievements. Grassroots Ecology has performed well
in past partnerships and the organization’s profile of staff and experience is well matched with
the tasks of a Steward for the Preserve. Additionally, Grassroots Ecology has established
volunteer and education programs.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
Professional Services
Rev. Jan 29, 2024
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CITY OF PALO ALTO CONTRACT NO. C25191000
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND GRASSROOTS ECOLOGY
This Agreement for Professional Services (this “Agreement”) is entered into as of the 17th day of
June, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and GRASSROOTS ECOLOGY, a California
Nonprofit Corporation, located at 3921 East Bayshore Road, Palo alto, CA 94303
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to maintain the Pearson-Arastradero Preserve (the “Project”) and desires to
engage a consultant to provide land stewardship services at Pearson-Arastradero Preserve 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 July 1, 2024 through June 30, 2029, unless terminated
earlier pursuant to Section 19 (Termination) of this Agreement.
A renewal option for a period or periods of up to 5 years (from July 1, 2029 through June 30, 2034,
is available as mutually agreed, to be executed in accordance with Section 29.4 of this Agreement.
Absent a mutually extended agreement, the City reserves the right to extend this Agreement for up
to six months. During such six-month extension period, the parties may agree to a renewal option
as provided for herein.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
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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 extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services 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 Six Hundred Twelve
Thousand Twenty-Seven Dollars ($612,027). 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.
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,
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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 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, 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.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Claire Gist,
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Telephone: (503) 939-4741, Email:claireg@grassrootsecology.org as the CONSULTANT’s
Project 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 Michael Warner, Community ServiceDepartment, Open Space, Parks
and Golf Division, 3300 Page Mill Road, Los Altos Hills, CA, zipcode: 94022, Telephone:(650)
329-2423. 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.
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.
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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 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
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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
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.
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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.
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
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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 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 except for work exempted by Section 1720.4 of the
California Labor Code relating to volunteers. 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
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(“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.
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
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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.
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
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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 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
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C25191000 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
GRASSROOTS ECOLOGY
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
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Alex Von Feldt
Fran Callan
Business Director
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties
and services described in this Scope of Services shall not include preparing or assisting CITY
with any portion of CITY’s preparation of a request for proposals, request for qualifications, or
any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all
times retain responsibility for public contracting, including with respect to any subsequent phase
of this project. CONSULTANT’s participation in the planning, discussions, or drawing of
project plans or specifications shall be limited to conceptual, preliminary, or initial plans or
specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a
subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by
CONSULTANT pursuant to this Scope of Services.
Scope of Services
As part of the Pearson-Arastradero Management Plan, the Pearson-Arastradero Preserve Steward
is tasked with habitat restoration, removal and control of non-native, invasive weeds, trail
maintenance and repair, educational activities, research, and riparian habitat management, and
recommending an annual habitat restoration plan. Essential is overseeing community
engagement and habitat restoration activities at the Preserve. The Steward is expected to have
knowledge of and skills in the latest habitat restoration techniques. The Steward is responsible
for recruiting for, organizing, and managing volunteer workdays to accomplish the habitat
restoration goals. The Steward will develop and manage an afterschool program for local youth
that combines environmental education with hands-on opportunities to improve the habitat. The
stewardship program is to seek volunteers from a variety of age groups and demographic
backgrounds and the Steward is to incorporate best practices in the areas of diversity, equity, and
inclusion to create a rich volunteer experience.
The Steward is also expected to raise funds from outside sources in addition to the City’s
contribution to achieve the services below. Interested consultants are to include in their
proposal their plan to raise funds.
The Steward is required to be a non-profit 501(c)3 organization focused on ecological and
environmental protection.
The Steward is required to LiveScan employees.
CONSULTANT shall provide the following services
• Coordinate stewardship activities on the Preserve
• Under the direction of the City, perform habitat restoration and removal and/or control of
non-native, invasive weeds.
• Under the direction of the City, provide and staff educational programs to educate the
public about the preserve habitat restoration activities including weed management and
habitat enhancement.
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• Under the direction of the City, mobilize volunteers for preserve projects and programs.
• Steward may perform other services related to the preservation, protection, and
enhancement of the Preserve, as approved by the City.
Work Plan:
Community Outreach
Volunteer outreach: Outreach to and coordinate with schools and other partner organizations
through website, emails, newsletter, and presentations.
Volunteer engagement: Host public volunteer workdays with annual targets of:
● 20 workday events annually
● 1,200 volunteer hours annually
Manage registration, insurance waivers, and safety for all volunteers.
Provide educational content at volunteer workdays so that volunteers have an enriching
experience.
Youth Stewards Program: Develop and run an afterschool program for youth to participate in
habitat restoration and stewardship activities while developing a meaningful relationship with the
preserve.
Develop site specific curriculum that includes environmental science topics and covers
environmental justice themes.
Annual targets include:
● 10-16 events annually
Interpretive events: Provide 4 annual public events throughout the year that cover a variety of
environmental and educational topics.
Interpretive signage: Maintain and update signage in the Gateway Facility as needed.
Preserve visitor engagement: Be a presence at the Preserve and provide information and answer
questions about restoration activities to preserve visitors.
Networking/Partnerships: Attend convenings such as Weed Management Area meetings and/or
other appropriate conferences as time permits to connect with other local restoration experts.
Native Plant Revegetation and Maintenance
Install native plants: Annually, propagate locally native watershed-specific plants according to
the latest phytosanitary protocols.
Develop an annual planting list based on specific site requirements.
Install 350+ native plants annually in existing restoration zones including:
● The Gateway Facility area
● Mayfly Creek area
● Arastradero Creek riparian corridor
Maintain native planting areas: Annually, maintain new and historic planting areas through
regular weeding, watering, mulching, and pruning, including:
● The Gateway Facility area
● Mayfly Creek area
● Arastradero Creek riparian corridor
Monitor and maintain native trees: Annually, implement tree monitoring and maintenance plan:
● Monitor and maintain trees that were protected as part of previous projects, including City of
Palo Alto golf course mitigation, San Francisquito Creek JPA mitigation and the Re-oaking
Silicon Valley project.
● Monitor for health and maintenance needs then remove any protection deemed unneeded/overgrown.
Riparian enhancement of Mayfly and Arastradero Creeks, annually:
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● Infill willow stakes where appropriate along the creek.
● Maintain willow cuttings through weeding and watering.
● Remove target invasive species along riparian corridors.
● Install native plants along riparian corridors when appropriate.
Invasive Plant Management, annually and subject to change based on discussion with
City’s contract manager and/or Supervising Ranger:
Yellow starthistle:
• Map yellow starthistle preserve wide on Calflora. Create a mowing recommendation for
Rangers to manage large populations. Hand pull or weed whip small populations and
resprouts within mow areas with volunteers.
Stinkwort:
• Handpull all known stinkwort within the preserve and map populations on Calflora.
Medusahead:
• Map medusahead populations preserve wide on Calflora. Weed whip as much of the
population as possible. The goal is to prevent dense populations from spreading deeper into
the preserve.
Italian thistle:
• While Italian thistle is prolific throughout the preserve, regular removal and maintenance will
be prioritized within active restoration areas.
Other species:
• Poison hemlock, mustard species, purple starthistle, teasel, French broom, Harding grass,
bull thistle, sow thistle, and milk thistle will be monitored for and removed when feasible.
Poison hemlock, Purple starthistle and French broom are mapped using Calflora.
Management of these species will be prioritized within active restoration areas.
Project Management:
Technical expertise: Provide technical expertise and collaboration to other City of Palo Alto
departments as requested.
Manage project: Oversee completion of work plan deliverables and quality of project delivery.
Mid-year report: Annually by City fiscal year, create and provide progress reports to the Rangers
regarding previous and scheduled events and activities.
Year-end report: Annually by City fiscal year, create and submit to Rangers an annual report to
summarize annual activities and accomplishments.
Annual work plan: Annually by City fiscal year, create and submit to Rangers an annual work
plan for the preserve activities scheduled for the upcoming year.
Additional Projects:
Wildlife Cameras: Maintain and monitor wildlife cameras on a quarterly basis.
Habitat structures: Monitor, maintain, and install bird boxes
Trash removal: Remove unused t-posts, cages, fencing, and other found trash throughout the
preserve.
Teasel project: Secure additional funds from outside 3rd party sources to remove 1 acre of teasel
along 400 linear feet of Arastradero Creek at Gate A, replace with appropriate native plants and
maintain the site.
Other projects: Other projects to be determined and as needed, mutually agreed upon by
contracted Steward and City’s contract manager and/or Supervising Ranger.
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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.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. Completion of Community Outreach Every 52 weeks
2. Completion of Native Plant Revegetation
and Maintenance
Every 52 weeks
3. Completion of Invasive Plant
Management
Every 52 weeks
4. Completion of Project Management Every 52 weeks
5. Completion of Additional Projects As needed.
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 the CITY.
BUDGET SCHEDULE
TASK
NOT TO
EXCEED
AMOUNT
July 1, 2024 –
June 30, 2025
NOT TO
EXCEED
AMOUNT
July 1, 2025 –
June 30, 2026
NOT TO
EXCEED
AMOUNT
July 1, 2026 –
June 30, 2027
NOT TO
EXCEED
AMOUNT
July 1, 2027 –
June 30, 2028
NOT TO
EXCEED
AMOUNT
July 1, 2028 –
June 30, 2029
Task 1
(Coordinate stewardship
activities on the Preserve)
$13,000 $13,390 $13,792 $14,205 $14,632
Task 2
(Habitat Restoration and
removal or control of non-
native weeds)
$33,000 $33,990 $35,010 $36,060 $37,142
Task 3
(Provide public education
programs of Preserve
restoration efforts)
$15,000 $15,450 $15,914 $16,391 $16,883
Task 4
(mobilize
volunteers for preserve
projects)
$34,375 $35,406 $36,468 $37,562 $38,689
Task 5
(Provide proposed annual
work plan)
$2,600 $2,678 $2,758 $2.841 $2,926
Task 6 $12,500 $12,875 $13,261 $13,659 $14,069
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(Additional tasks and
projects)
Sub-total for Services $110,475 $113,789 $117,203 $120,719 $124,341
Reimbursable Expenses (if
any) $5,000 $5,000 $5,000 $5,000 $5,000
Total for Services and
Reimbursable Expenses $115,475 $118,789 $122,203 $125,719 $129,841
Additional Services (if any,
per Section 4) $0 $0 $0 $0 $0
Maximum Total
Compensation $115,475 $118,789 $122,203 $125,719 $129,841
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.
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: Five Thousand Dollars per year up to the not-to-exceed amount
of:$25,000.00 (Twenty-Five Thousand Dollars).
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.
C. Plant material and equipment may be reimbursed at actual costs.
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:
Hourly rates for key staff and per-event costs are listed below for Year 1 of the contract.
Rates may increase over the course of the 5-year contract at up to 5% per year.
Schedule of Rates
Co-Executive Director $70/hour
Nursery Director $70/hour
Project Manager $65/hour
Ecologist II $60/hour
Restoration Specialist $55/hour
Volunteer Workday $1,650/event
Youth Stewards Event $1,100/event
Naturalist Walk $1,100/event
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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 EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
DocuSign Envelope ID: 8A1E6473-98EC-438B-871C-250B337E2211
Professional Services
Rev. Jan 29, 2024
Page 22 of 23
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 performance 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 diem
wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
DocuSign Envelope ID: 8A1E6473-98EC-438B-871C-250B337E2211
Professional Services
Rev. Jan 29, 2024
Page 23 of 23
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 location
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.
DocuSign Envelope ID: 8A1E6473-98EC-438B-871C-250B337E2211