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HomeMy WebLinkAboutStaff Report 2408-3339CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, September 09, 2024 Council Chambers & Hybrid 5:30 PM     Agenda Item     7.Approval of Professional Services Contract Number C25191297 with Kittelson & Associates for a Not-to-Exceed Amount of $499,491 for the Bicycle and Pedestrian Railroad Crossing Alternatives Analysis in Southern Palo Alto for a Term of Two-Years; CEQA Status – categorically exempt. Consent Questions, Public Comment City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Transportation Meeting Date: September 9, 2024 Report #:2408-3339 TITLE Approval of Professional Services Contract Number C25191297 with Kittelson & Associates for a Not-to-Exceed Amount of $499,491 for the Bicycle and Pedestrian Railroad Crossing Alternatives Analysis in Southern Palo Alto for a Term of Two-Years; CEQA Status – categorically exempt. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25191297 (Attachment A), with Kittelson & Associates, to provide an alternatives analysis for the southern Palo Alto bicycle and pedestrian railroad crossing for a term of two (2) years and a total amount Not-to-Exceed $499,491. BACKGROUND The Caltrain corridor runs north-south parallel to Alma Street through the City of Palo Alto, resulting in a barrier for east-west travel by all modes. Currently, there are seven streets where people and vehicles can cross the railroad tracks in Palo Alto. Three of the seven crossings (University Avenue, Embarcadero Road, and Oregon Expressway) are grade separated while the other four crossings (Palo Alto Avenue, Churchill Avenue, Meadow Drive, and Charleston Road) are at-grade. The City is planning to separate the train tracks from vehicles, bicyclists, and pedestrians at three of the at-grade crossings (Churchill Avenue, Meadow Drive, and Charleston Road). Several citywide planning studies have found that existing and possible future crossing opportunities along the Caltrain corridor are more abundant in the northern areas (i.e., north of Oregon Expressway), particularly in the vicinity of downtown, compared to the southern areas (i.e., south of Oregon Expressway). This geographic imbalance in opportunities for connections is a disadvantage for the southern neighborhoods in the City of Palo Alto. Further, the City’s 2030 Comprehensive Plan, 2012 Bicycle and Pedestrian Master Plan (BPTP), Rail Corridor Study, and Midtown Connection Feasibility Study have identified potential locations along this corridor as opportunities to provide grade-separated crossings for bicyclists and pedestrians. The purpose of the Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Alternatives Analysis (“Alternatives Analysis”) is to develop community-supported locations and design concepts for two (2) new grade-separated bicycle and pedestrian crossings of the Caltrain corridor (and Alma Street, if needed) in Southern Palo Alto (i.e., south of Oregon Expressway). The Alternatives Analysis will also identify context-sensitive bicycle and pedestrian enhancements that link the proposed grade-separated crossing sites to the existing/proposed bicycle and pedestrian networks within the neighborhoods adjacent to the railroad tracks. ANALYSIS The City published the Request for Proposals (RFP) for the Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Alternatives Analysis on the City’s eProcurement platform, on May 9, 2024, and 3,177 firms were notified. The solicitation period was posted for 31 working days and closed on June 20, 2024. The City received one responsive proposal from Kittelson & Associates, a transportation planning, engineering, and research services firm. Kittelson & Associates has teamed with three firms: (1) Circlepoint, leaders in equitable and inclusive engagement and environmental analysis, (2) BKF, experts in engineering and design, and (3) Biggs Cardosa Associates, experts in structural engineering, to provide the City with the range of expertise needed to successfully complete the Alternatives Analysis. Table 1: Summary of Request for Proposals RFP Name/Description RFP 191297 Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Study Request for Proposals Issued May 9, 2024 Proposed Length of Project 2 Years Total Days to Respond to RFP 31 Working Days Number of Firms Notified 3,177 Proposals Due June 20, 2024 Number of RFP Downloads 40 Number of Proposals Received 1 Proposal Price Range $499,491 Public Link to Solicitation Bid Information (opengov.com) A four-staff evaluation committee comprised of three Office of Transportation City Staff and one Public Works City Staff carefully reviewed each firm’s qualifications and submittals in response to the criteria identified in the RFP: 1. Quality and completeness of proposal 2. Quality, performance and effectiveness of the solution, goods and/or services to be provided by the Proposer 3.The firm’s experience, including the experience of staff to be assigned to the project, with engagements of similar scope and complexity 4. Proposed cost to the city 5. The firm’s financial condition and stability 6. The firm’s ability to perform the work within the time specified 7. The firm’s prior record of performance with City or other local, county, or state agency, if applicable 8. The firm’s compliance with applicable laws, regulations, policies (including city policies), guidelines and orders governing prior or existing contracts performed by the contractor. The evaluation committee identified that the preferred service provider who responded to the RFP is sufficiently qualified to conduct the work. Kittelson & Associates provided a comprehensive approach to the scope of work, demonstrated a clear understanding of Palo Alto and its needs, proposed an innovative approach to engage the community, has extensive experience working in Palo Alto (including the on-going Bicycle and Pedestrian Transportation Plan Update) and with other Bay Area communities on developing context-sensitive and performance-based transportation planning studies, is under budget, and provides exceptional project management. The City received one response to this RFP so staff contacted several other firms who received the RFP to understand why they did not submit a proposal. Firms stated they were unable to submit a proposal due to other proposal/project commitments, limited expertise on local railroad crossing studies, and/or inability to join a team as a subcontractor. Based on thorough proposal from Kittelson & Associates and the follow-up feedback from those who did not respond, staff recommends approval of a contract with Kittelson & Associates. The scope of work of Kittelson & Associates includes the following tasks, to be completed within an 18-month process, beginning once the contract is executed, anticipated for September 2024: 1. Project Management and Coordination 2. Community Outreach and Engagement 3. Data Collection and Analysis of Existing Conditions 4. Goals and Evaluation Criteria 5. Alternatives Development and Selection of Preferred Alternatives 6. Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Alternatives Analysis Report 7.Grant Application Support FISCAL/RESOURCE IMPACT The cost proposal submitted by Kittelson & Associates for the Alternatives Analysis is in the amount of $499,491, including a 10 percent contingency. Sufficient funding for anticipated expenses is available in the FY 2025 Bicycle and Pedestrian Transportation Plan Implementation project (PL- 04010) in the Capital Improvement Fund. STAKEHOLDER ENGAGEMENT The City provided the public procurement process through its eProcurement platform and notified 3,177 firms to encourage participation. In addition, thirty firms were contacted directly by procurement staff to announce availability of the Request for Proposals. Of those notified, thirty-eight downloaded the proposal documents. At the onset of the Alternatives Analysis, Kittelson & Associates will develop a community engagement plan that will explain how the project team will share information and gather meaningful input regarding the needs and issues of the public, stakeholders, and interested parties. The engagement activities will be tailored towards the unique character of the community and are anticipated to include, but not limited to, the following: •Project Webpage and Social Media Content •Community Workshops •Interactive Online Surveys •Engagement with Disadvantaged Communities •Engagement with Local Businesses •Interviews with Select Community Members •Pedestrian and Bicycle Advisory Committee (PABAC) Meetings •Rail Committee Meetings •City/School Transportation Safety Meetings •Planning and Transportation Commission Meetings •City Council Meetings •Supporting Informational Materials (e.g., Mailers, Door Hangers, Flyers, Fact Sheets) POLICY IMPLICATIONS The Alternatives Analysis supports key transportation goals in the City’s 2030 Comprehensive Plan, including creating a sustainable transportation system, reducing congestion, and providing a safe environment for all road users. Specific policies and programs include: •Policy T-1.1 Take a comprehensive approach to reducing single-occupant vehicle trips by involving those who live, work and shop in Palo Alto in developing strategies that make it easier and more convenient not to drive. •Policy T-1.3 Reduce GHG and pollutant emissions associated with transportation by reducing VMT and per-mile emissions through increasing transit options, supporting biking and walking, and the use of zero-emission vehicle technologies to meet City and State goals for GHG reductions by 2030. •Policy T-1.16 Promote personal transportation vehicles an alternative to cars (e.g. bicycles, skateboards, roller blades) to get to work, school, shopping, recreational facilities and transit stops. •Policy T-1.19 Provide facilities that encourage and support bicycling and walking. •Program T1.19.2 Prioritize investments for enhanced pedestrian access and bicycle use within Palo Alto and to/from surrounding communities, including by incorporating improvements from related City plans, for example the 2012 Palo Alto Bicycle + Pedestrian Transportation Plan and the Parks, Trails & Open Space Master Plan, as amended, into the Capital Improvements Program. •Program T1.19.3 Increase the number of east-west pedestrian and bicycle crossings across Alma Street and the Caltrain corridor, particularly south of Oregon Expressway. •Policy T-3.15 Pursue grade separation of rail crossings along the rail corridor as a City priority. •Program T3.15.1 Undertake studies and outreach necessary to advance grade separation of Caltrain to become a “shovel ready” project and strongly advocate for adequate State, regional and federal funding for design and construction of railroad grade separations. •Program T3.15.2 Conduct a study to evaluate the implications of grade separation on bicycle and pedestrian circulation. •Policy T-6.1 Continue to make safety the first priority of citywide transportation planning. Prioritize pedestrian, bicycle and automobile safety over motor vehicle level of service at intersections and motor vehicle parking. ENVIRONMENTAL REVIEW Council action on this item is categorically exempt under the California Environmental Quality Act (CEQA) section 15262 because this contract for planning and preliminary design does not commit the City to any specific project. ATTACHMENTS Attachment A: Kittelson & Associates Contract, C25191297 APPROVED BY: Philip Kamhi, Chief Transportation Official Professional Services Rev. Jan 29, 2024 Page 1 of 28 CITY OF PALO ALTO CONTRACT NO. C25191297 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND KITTELSON AND ASSOCIATES This Agreement for Professional Services (this “Agreement”) is entered into as of September 9, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and KITTELSON AND ASSOCIATES, a California, located at 155 Grand Ave, Suite 505, Oakland CA 94612 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to conduct transportation study (the “Project”) and desires to engage a consultant to provide transportation planning and engineering services in support of the Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Study 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 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. Professional Services Rev. Jan 29, 2024 Page 2 of 28 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 September 9, 2026 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 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 Four Hundred Ninety- Nine Thousand, Four Hundred Ninety Dollars, and Twenty Cents ($499,490.20). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ )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 Dollars ($ ), 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 Professional Services Rev. Jan 29, 2024 Page 3 of 28 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 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 Professional Services Rev. Jan 29, 2024 Page 4 of 28 may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES.If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to 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. Professional Services Rev. Jan 29, 2024 Page 5 of 28 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: Biggs Cardosa & Associates, Circlepoint and BKF Engineers 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 Amanda Leahy, Email: aleahy@kittelson.com 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 Charlie Coles, Transportation Department, Transportation Planning Division, 250 Hamilton Avenue Palo Alto, CA, 94301, Telephone: 650-329-2166, Charlie.coles@cityofpaloalto.org: CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles Professional Services Rev. Jan 29, 2024 Page 6 of 28 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. 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 Professional Services Rev. Jan 29, 2024 Page 7 of 28 of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. 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). Professional Services Rev. Jan 29, 2024 Page 8 of 28 SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of 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. Professional Services Rev. Jan 29, 2024 Page 9 of 28 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. 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. Professional Services Rev. Jan 29, 2024 Page 10 of 28 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 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 Professional Services Rev. Jan 29, 2024 Page 11 of 28 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 Code, as amended from time to time. Professional Services Rev. Jan 29, 2024 Page 12 of 28 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 THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Professional Services Rev. Jan 29, 2024 Page 13 of 28 CONTRACT No. S25191297 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 KITTELSON & ASSOCIATES Officer 1 By: Name: Title: Officer 2 By: Name: Title: Professional Services Rev. Jan 29, 2024 Page 14 of 28 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. Task 1. Project Manageme - --- --- - - - - Task 2. Community Outreach and Engagement - - - Professional Services Rev. Jan 29, 2024 Page 15 of 28 2.2.1 Project webpage. We will support the City-hosted project website, which will serve as a public- friendly repository for the Study, including a We will work closely with the City to develop content based on the City’s web and design templates and ensure that all materia -compliant and accessible. - Our support may include the development of a webpage mockup, if needed, and simple graphic and one or two other simple graphics. - The webpage will also feature up to two online public surveys, which will be linked to Survey displaying survey results. 2.2.2 Social media content. We will work with th (non- derings and graphics will be prepared for social media. 2.2.3 Community Workshops. community workshops at key intervals of the study. Our services will include detailed annotated Professional Services Rev. Jan 29, 2024 Page 16 of 28 consensus- will include verbiage requiring 72- 2.2.4 Community Surveys. -based survey. The online surveys will be hoste automated methods for tallying and graphically displaying survey results and will be mobile- friendly. Each online survey will include between 5- distributed by the City in Task 2.2. We assume one round of consolidated revisions per survey. 2.2.5 - create materials and co- onable. 2.2.6 Reaching Disadvantaged Groups. methods and forums to reach them “where they are.” These groups may include youth, senior -- workers and day laborers. This task will be and Engagement Plan. 2.2.7 Local Business Engagement. We will coordinate with the City to conduct one-on-one and small ted to Chamber of Commerce and the local business district. We assume that the City will distribute all tracking process outlined in the Community Outreach and Engagement Plan to record who has received outreach materials. 2.2.8 -up Events. -up events improvements target audiences. -- Professional Services Rev. Jan 29, 2024 Page 17 of 28 - - - - - - - - - - -- - - - -- - -- - Professional Services Rev. Jan 29, 2024 Page 18 of 28 - - - Criteria s Sustainability Safety and Health Professional Services Rev. Jan 29, 2024 Page 19 of 28 Constructability - - -- - - - - Professional Services Rev. Jan 29, 2024 Page 20 of 28 Task -stage - o - o - o -- o - re Professional Services Rev. Jan 29, 2024 Page 21 of 28 - - - - - - - Professional Services Rev. Jan 29, 2024 Page 22 of 28 - - - Professional Services Rev. Jan 29, 2024 Page 23 of 28 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. Task 1. Project Management and Coordination 360 Working days 2. Task 2. Community Outreach and Engagement 300 Working days 3. Task 3. Data Collection and Analysis of Existing Conditions 100 Working days 4. Task 4. Goals and Evaluation Criteria 100 Working days 5. Task 5. Alternatives Development and Selection of Preferred Alternatives 180 Working days 6. Task 6. Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Study Report 120 Working days 7. Task 7. Grant Application Support 40 Working days 8. 9. 10. 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. Professional Services Rev. Jan 29, 2024 Page 24 of 28 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated 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. 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: 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. Professional Services Rev. Jan 29, 2024 Page 25 of 28 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows, subject to the terms and conditions of Exhibit C regarding Reimbursable Expenses: KITTELSON & ASSOCIATES, INC. BILLING RATE SCHEDULE Effective January 1, 2024 Staff Billing Rate Principal / Senior Principal $270 - $360 Lewis, Laurence $335 Steyn, Hermanus $335 Associate Engineer/Planner $230 - $260 Leahy, Amanda $255 Senior Engineer/Planner $200-$230 Sahimi, Michael $225 Engineer/Planner $180 - $200 Demonbreun, Ben Kataria, Dhawal $195 $195 Mahmoud, Nada $195 Transportation Analyst $160 - $175 Principal Data Scientist/Developer $255 - $340 Senior Data Scientist/Developer $215 - $255 Data Scientist/Developer $180 - $210 Data Analyst/Software Developer $140 - $175 Software Technician $110-$135 Associate Technician $185 - $205 Senior Technician $165 - $185 Technician II $145 - $160 Professional Services Rev. Jan 29, 2024 Page 26 of 28 Technician I $125 - $140 Office Support $100 - $120 Service & Other Direct Costs Billing Rate Mileage Current IRS mileage rate Travel & Other Direct Costs Actual Costs Subconsultants Actual Costs Professional Services Rev. Jan 29, 2024 Page 27 of 28 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. COMMERCIAL GENERAL LIABILITY INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY AS DEFINED BY AN INSURED AGREEMENT UNDER SUCH ENDORSEMENT. 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 Professional Services Rev. Jan 29, 2024 Page 28 of 28 ADDITIONAL INSUREDS. 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 Dear Mayor and Council Members, On behalf of City Manager Ed Shikada, please see staff responses below for questions from Council Member Tanaka on the Monday, September 9 Council Meeting. Item 3: Approval Request for Increased Carbon Permit Budget in Response to Rising Compliance Costs 1. Considering the recurring nature of our compliance costs, can you explain why the staff report does not propose a multi-year emission reduction strategy to mitigate the need for future budget increases? Specifically, what steps have been taken to ensure we won’t be in a similar position next year, facing another request for additional funds? Staff response: The Sustainability and Climate Action Plan (S/CAP) is the multi-year emissions reduction strategy intended to achieve the community’s climate goals, and it has the side effect of mitigating compliance costs for the carbon allowances the State requires us to purchase on behalf of our gas customers. In each year’s budget, staff updates its projections of compliance costs to reflect changing cap and trade program market conditions. 2. The staff report emphasizes immediate financial compliance, but why does it lack a detailed analysis of alternative strategies, such as investments in energy efficiency or renewable projects, that could reduce our carbon footprint and long-term costs? Can you clarify why these alternatives were not fully explored or integrated into the proposal, given their potential to lower our reliance on carbon permits? Staff response: These strategies are being pursued in parallel via the S/CAP. The ability to avoid the cost of purchasing carbon allowances is included in financial analyses of S/CAP programs. 3. Given Palo Alto’s reputation as a leader in sustainability, why doesn’t the staff report address the potential reputational risks of relying heavily on permit purchases without a corresponding increase in direct emission reduction initiatives? How does the proposal align with our city’s long-term environmental goals and the expectations of our community and partners, who look to us for leadership in climate action? Staff response: As long as the community still uses natural gas, and as long as the enabling legislation is in place, the California Air Resources Board will require the City’s gas utility to purchase these allowances. This is unavoidable. The City will continue to aggressively seek to reduce emissions via its S/CAP programs. Future reports on the topic of carbon allowance purchases can note this. Item 5: Approval for Purchase of Emergency Portable Generators for Water Utility Backup in High-Risk Zones 1. The staff report indicates that the city plans to invest nearly $480,000 in diesel-powered generators, yet there is no clear analysis of their alignment with Palo Alto’s aggressive climate action goals or potential financial risks due to future emissions regulations. Can the city manager clarify why renewable options, such as solar or hybrid generators, weren’t seriously considered, especially given the evolving regulatory landscape around diesel emissions? How does this decision prepare us for future environmental obligations and potential carbon taxes? Staff response: The project aligns with Climate Goal S7 of the City of Palo Alto 2022 Sustainability and Climate Action Plan (Collaborate on Reducing Wildfire Hazards) and the project aligns with the City of Palo Alto Utilities Wildfire Mitigation Plan. Emission and fuel regulations and requirements have been identified and portable trailer generators were selected instead of permanent generators based on compliance requirements. The project includes emission permitting and equipment maintenance for a 3-year period. The purchase price for the generators is less than the cost to rent the generators for the same 3-year period. Staff considered alternative solutions, however, the alternatives are either not feasible at the site (such as solar) or not cost effective (such as batteries). Generators are for emergency standby and as part of emergency handling it is important that equipment is aligned citywide for response efficiency (for example, the City owns a diesel tanker that can be used for emergency refueling if needed). 2. The staff report does not mention any public consultations or outreach to environmental groups, particularly given the size of this investment and its long-term implications for the community. Can you explain why there wasn’t a formal public engagement process, especially with residents living in areas that would be directly affected by the generator deployment? What mechanisms does the city have to ensure community input is factored into large-scale decisions like this, especially in a city as committed to environmental leadership as Palo Alto? Staff response: This project was included in the City of Palo Alto Utilities Wildfire Mitigation Plans and follows industry best practices. The two sites are abutting park land, residents will experience no additional impact when the equipment is used. There are no residents within ¼-mile of site #1; a standby generator is already leased and on standby at Site #2,. The impact to residents for not doing the project is water loss during an extended public safety power shutoff (PSPS) and reduced wildfire protection. Alternative Long-term implication would be no back-up power supply and loss of water in an emergency to two pressure zones 3. The staff report mentions West Coast Energy Systems as the contractor of choice, yet it omits a detailed analysis of their qualifications for handling public utility infrastructure projects of this magnitude. Given their limited reviews, prior licensing issues, and unclear experience with projects critical to public safety, what guarantees does the city have that they are equipped to manage this effectively? Additionally, what specific performance metrics, penalties, or contingencies are built into the contract to ensure accountability and protect the city from delays, cost overruns, or performance failures? Staff response: West Coast Energy Systems exceeds qualifications for this work. In 2011, Water Utility Engineering Staff obtained letters of recommendation for a similar generator projects from other utilities and have since successfully completed multiple generator projects at Palo Alto water utility facilities, over the past 13 years. Performance metrics for power supply and voltage drop and overall performance are specified by manufacturer. Performance failures are covered by manufacturers warranties and guarantees. Failure to furnish generators to site, test, and permit generators will result in no payment to West Coast Energy Systems. Item 7: Approval of Southern Palo Alto Bicycle and Pedestrian Railroad Crossing Project Contract 1. Considering the limited exploration of alternative solutions in the staff report, can you specify what other approaches, such as enhanced at-grade crossings or different location options, were evaluated for improving safety and connectivity in Southern Palo Alto? How did the city ensure that the chosen solution is the most strategically sound and cost- effective, particularly considering long-term urban planning and infrastructure needs? Staff response: The work of this alternatives analysis is the exploration of alternatives, including an evaluation of enhanced at-grade crossings and different location options. The City has not chosen a solution, and this project will engage with the public to identify possible solutions for community and Council consideration. 2. The staff report doesn't provide a detailed projection of long-term maintenance costs for the proposed grade-separated crossings. Can you provide specific figures or estimates on these future costs and explain how they align with the city’s broader fiscal strategy? How does the city plan to mitigate the risk of these ongoing expenses potentially diverting funds from other critical infrastructure needs or services? Staff response: Long-term maintenance costs and other expenses will be evaluated in Task 4.2 (Evaluation Framework and Criteria) and further detailed in Task 5.4 (Implementation Plan), once design concepts for the grade-separated crossings are developed. 3. Given that the staff report emphasizes the project’s benefits for Southern Palo Alto without addressing broader citywide impacts, how has the city assessed the potential risk of public perception issues, particularly in areas that may feel underserved by this decision? What strategic measures are in place to ensure this project does not inadvertently create or exacerbate perceived inequities across different neighborhoods in Palo Alto? Staff response: The analysis builds on citywide planning studies showing that crossing opportunities are more abundant in northern areas, particularly downtown. This project aims to address the geographic imbalance disadvantaging Southern Palo Alto. Item 10: Approval of Construction Contract for Cubberley Field Restroom and Repairs 1. The staff report mentions initial community engagement, yet it does not account for the strategic importance of re-engaging the public now that the project details are clearer. How do we ensure that moving forward without additional consultation won’t lead to strategic misalignment with community expectations, potentially resulting in delays or increased project costs due to subsequent revisions or public dissatisfaction? Staff response: Staff conducts community engagement to receive community input that helps to determine the scope of a project. Once the scope of the project is approved by Council, staff’s further engagement is focused on communicating the impacts and progress of the work. 2. In light of the significant cost variability, the lack of a comprehensive risk assessment on the contractor's capability to handle this project, and the missed opportunity for strategic community re-engagement, how can we proceed with this approval without exposing the city to unnecessary financial and reputational risks? What strategic measures have been put in place to address these potential vulnerabilities, and how do we justify moving forward under these conditions? Staff response: While the bids do exhibit variability, soliciting multiple bids is intended to save the City money, as is the case in this instance. Staff does not see potential vulnerabilities as stated in the question. 3. Given the substantial discrepancies in cost estimates for key components such as mobilization and demolition, which deviate significantly from industry standards and other bids, how confident are we that the lowest bid accurately captures the true scope of work? Specifically, what safeguards are in place to prevent these potential underestimations from resulting in costly change orders or budget overruns later in the project? Staff response: It is very common for individual components of bids to deviate substantially from the Engineer’s bid estimates. Staff does not believe that this bid requires any additional safeguards as the contractor is required to complete the scope of work within the bid amount. From:Ken Joye To:Council, City Subject:9 Sept meeting consent calendar item Date:Tuesday, September 3, 2024 3:35:57 PM CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. For the council meeting of 9 September 2024, item #7 is included under the consent calendar. I am writing in support of Professional Services Contract Number C25191297 to allow workto begin on the Bicycle and Pedestrian Railroad Crossing Alternatives Analysis in Southern Palo Alto. As you have acknowledged, the grade separation work will be highly disruptive. I hope thatwe can get ahead of the curve on that by having a sound plan in place to add pedestrian/bicycle facilities before work begins at Meadow and Charleston. I hope that youwill find this contract uncontroversial and approve it at your meeting. thank you for your service, Ken JoyeVentura neighborhood, Palo Alto agenda: <https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=14393>