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HomeMy WebLinkAboutStaff Report 2408-3407CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, September 23, 2024 Council Chambers & Hybrid 5:30 PM     Agenda Item     6.Approval of Contract Amendment Number 3 to Seven Contracts in the amount of $750,000 for On-Call Services to Provide Expertise for Long-Range Planning Projects, Application Processing, Environmental Review, and Other Planning Analysis in the Planning and Development Services Department. CEQA Status: Not a Project. Consent Questions City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: September 23, 2024 Report #:2408-3407 TITLE Approval of Contract Amendment Number 3 to Seven Contracts in the amount of $750,000 for On-Call Services to Provide Expertise for Long-Range Planning Projects, Application Processing, Environmental Review, and Other Planning Analysis in the Planning and Development Services Department. CEQA Status: Not a Project. RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or designee to execute amendments for the following seven contracts for long-range planning, application processing, and historic and environmental review services in an amount not to exceed $750,000 and to extend the contract term for nine months. This amendment results in a revised total contract not-to-exceed amount of $4.25 million through June 30, 2025. a. Contract Amendment No. 3 C20178877A with Lexington Planning (Attachment A); b. Contract Amendment No. 3 C20178878 with Metropolitan Planning Group (Attachment B); c. Contract Amendment No. 3 C20178879 with Arnold Mammarella, Architecture and Consulting (Attachment C); d. Contract Amendment No. 3 C20178881 with Page Southerland Page, Inc. (Attachment D); e. Contract Amendment No. 3 C20178882 with Placeworks, Inc. (Attachment E); f. Contract Amendment No. 3 C20178884 with Urban Planning Partners, Inc. (Attachment F), and; g. Contract Amendment No. 3 C20178891 with Michael Baker International, Inc. (Attachment G). EXECUTIVE SUMMARY The action extends the contract authority and term; no additional budget is requested at this time as funding to support this work is included in the approved FY 2025 Operating Budget. No work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs. The Planning and Development Services (PDS) Department relies on the use of on-call service providers for project specific expertise and application processing for development activity. Additional contract capacity is required at this time to provide continuity of services for work related to current planning application processing, the parklet prototype study, the retail study, and projects related to the Housing Element implementation. In addition, staff expect to utilize available on-call providers to assist with Council priorities and to initiate anticipated projects until June 2025 when a request for proposals (RFP) with an expanded scope is expected to be completed. BACKGROUND The PDS Department relies on the use of on-call service providers for project-specific expertise and application processing for development activity. In June 2020, the City Council approved eight planning services on-call contracts1 for a combined not-to-exceed amount of $1.5 million over a four-year period, through June 30, 2024. Although the original anticipated total not-to- exceed amount was for $5.0 million, staff requested a reduced initial amount of $1.5 million given the financial uncertainty at the time and notified Council of the need to return for additional contract authority before the end of the contract term. In April 2023, the City Council approved Amendment No. 12 which increased the not-to-exceed amount to $3.0 million. In April 2024, the City Council approved Amendment No. 23 which increased the not-to-exceed amount to $3.5 million. An updated RFP with expanded scope was expected to be completed for FY2025 but will instead be implemented for FY2026 to allow for the inclusion of additional expertise such as housing, transportation, and biological studies, land use economics, and wireless policy and standards. While long-range planning is not fully fee-supported, fees from current planning projects offset the consultant costs related to their corresponding projects. On-call contracts are utilized as needed, contingent upon available funding within the annual Adopted Operating Budget. ANALYSIS On-call contracts provide expert service that is efficient, responsive, and available as needed. The PDS Department’s use of on-call professionals offer a flexible solution to the City’s evolving 1 City Council, June 22, 2020; Agenda Item #10, SR# 11147, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020/id-11147.pdf 2 City Council, April 3, 2023; Agenda Item #10, SR# 2303-1145, https://cityofpaloalto.primegov.com/Portal/viewer?id=1892&type=0 3 City Council, April 15, 2024; Agenda Item #10, SR#2402-2584, https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=bf799eba-f2f7-456c-8697-f993ab652538 needs, enabling staff to respond to the changing needs of the community while maintaining fiscal prudence. Through the use of on-call providers, the City has the ability to scale services up or down based on workload, staffing level, technical expertise, and economic conditions. This approach ensures the continuity of services during staffing vacancies or peak application volume and provides specialized expertise required for policy consideration as it relates to Council priorities. Utilizing on-call consultants allows the department to avoid overstaffing for peak application volume and specialized technical support. Generally, staff will develop a scope of work and issue the project to the firm best suited to execute on the work based on the qualifications such as experience, subject area expertise, timeline, and cost. Each of the firms offer varying skills and services, so not all firms are considered for all projects. The current contract not-to-exceed amount of $3.5 million has been shared by the group of on-call professionals since June 2020. Shared work includes application processing, individual reviews, SB9 case reviews, building plan check and permit reviews, and subject matter expertise required for program and project support. Examples of additional recent work performed related to City Council priorities includes the Housing Element, state law handouts, North Ventura Coordinated Area Plan, El Camino Real massing model, retail recovery study, parklet program, accessory dwelling unit guide, and bird safe ordinance development. Table 1: Planning On-Call Contracts Allocated or Spent through Amendment 2 (Since 2020) To allow for continuity of services, staff is returning to the City Council to increase the not-to- exceed amount by $750,000 for the completion of work in progress prior to the release of a new RFP expected to be completed in the latter half of FY2025. Extension of the agreement until June will allow staff to transition any ongoing work and projects to the new set of approved on-call professionals. To date, the City has spent or allocated $3.3 million of the contract. The additional contract capacity of $750,000 will support ongoing current planning application processing, California Environmental Quality Act (CEQA) analysis for car free streets, FY 2025 Council priorities and Housing Element implementation, including the retail zoning strategy, HS&EB 48, and HS&EB 50. FISCAL/RESOURCE IMPACT Use of consultants for specific assistance is an efficient and effective use of resources, allowing the department to quickly access needed technical skills. The cost of the contracts is offset by fees collected by the department for application processing, consistent with the FY 2025 Adopted Municipal Fee Schedule. The budget for these contracts is included in the PDS Department’s adopted budget. The use of contractors for planning work is contingent on (1) approved contracts with capacity to support the required scope, and (2) availability of funding in the department’s approved budget. Staff is not requesting a budget increase. No work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs. STAKEHOLDER ENGAGEMENT Professional planners and managers in the PDS Department participated in the development of this recommendation, given departmental workload. ENVIRONMENTAL REVIEW Approval of these contracts is not a project under the California Environmental Quality Act (CEQA); therefore, no environmental review is required. ATTACHMENTS Attachment A: Contract No. C20178877A with Lexington Planning Attachment B: Contract No. C20178878 with Metropolitan Planning Group Attachment C: Contract No. C20178879 with Arnold Mammarella, Architecture and Consulting Attachment D: Contract No. C20178881 with Page Southerland Page, Inc. Attachment E: Contract No. C20178882 with Placeworks, Inc. Attachment F: Contract No. C20178884 with Urban Planning Partners, Inc. Attachment G: Contract No. C20178891 with Michael Baker International, Inc. APPROVED BY: Jonathan Lait, Planning and Development Services Director Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178877A BETWEEN THE CITY OF PALO ALTO AND LEXINGTON PLANNING LLC This Amendment No. 3 (this “Amendment”) to Contract No. C20178877A (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LEXINGTON PLANNING LLC, a Vermont limited liability company, located at P.O. Box 832, Middlebury, VT, 05753 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), as detailed therein C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Vers.: Aug. 5, 2019 Page 2 of 4 a. Contract. The term “Contract” shall mean Contract No. C20178877A between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No.1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Vers.: Aug. 5, 2019 Page 3 of 4 which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee LEXINGTON PLANNING LLC Officer 1 By: Name: Jean Eisberg Title: Principal jean@lexingtonplanning.com Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178878 BETWEEN THE CITY OF PALO ALTO AND METROPOLITAN PLANNING GROUP This Amendment No. 3 (this “Amendment”) to Contract No. C20178878 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and METROPOLITAN PLANNING GROUP, a California corporation, located at 51 E. Campbell Ave #1247, Campbell, CA, 95009 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891). C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Vers.: Aug. 5, 2019 Page 2 of 4 a. Contract. The term “Contract” shall mean Contract No. C20178878 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Vers.: Aug. 5, 2019 Page 3 of 4 which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee METROPOLITAN PLANNING GROUP Officer 1 By: Name: Geoff Bradley Title: President gbradley@m-group.us Officer 2 By: Name: Heather Bradley Title: Treasurer hbradley@m-group.us Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178879 BETWEEN THE CITY OF PALO ALTO AND ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING This Amendment No. 3 (this “Amendment”) to Contract No. C20178879 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING, a sole proprietor, located at 1569 Solano Avenue, #411, Berkeley, CA 94707 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), as detailed therein C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Vers.: Aug. 5, 2019 Page 2 of 4 SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20178879 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Vers.: Aug. 5, 2019 Page 3 of 4 work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING Officer 1 By: Name: Arnold Mammarella Title: Principal arnold@mammarellaarchitecture.com Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178881 BETWEEN THE CITY OF PALO ALTO AND PAGE SOUTHERLAND PAGE, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C20178881 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PAGE SOUTHERLAND PAGE, INC. a Delaware corporation, located at 200 W. 6TH Street Suite 1800, Austin, TX 78701 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891). C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Vers.: Aug. 5, 2019 Page 2 of 4 a. Contract. The term “Contract” shall mean Contract No. C20178881 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Vers.: Aug. 5, 2019 Page 3 of 4 which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee PAGE SOUTHERLAND PAGE, INC. Officer 1 By: Name: Elizabeth Foster Title: Vice President efoster@pagethink.com Officer 2 By: Name: Barbara Maloney Title: Vice President bmaloney@pagethink.com Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178882 BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C20178882 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PLACEWORKS, INC., a California corporation, located at 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), as detailed therein C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) as detailed therein. D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Vers.: Aug. 5, 2019 Page 2 of 4 a. Contract. The term “Contract” shall mean Contract No. C20178882 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Vers.: Aug. 5, 2019 Page 3 of 4 work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee PLACEWORKS, INC. Officer 1 By: Name: Kara L Kosel Title: Finance/CFO kkosel@placeworks.com Officer 2 By: Name: Randal W. Jackson Title: President rjackson@placeworks.com Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178884 BETWEEN THE CITY OF PALO ALTO AND URBAN PLANNING PARTNERS, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C20178884 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and URBAN PLANNING PARTNERS, INC., a California corporation, located at 388 17th Street, Suite 230, Oakland, CA 94612 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), as detailed therein C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Docusign Envelope ID: D75E52C0-9981-4C9F-91A3-0D0583FADF53 Vers.: Aug. 5, 2019 Page 2 of 4 a. Contract. The term “Contract” shall mean Contract No. C20178883 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any Docusign Envelope ID: D75E52C0-9981-4C9F-91A3-0D0583FADF53 Vers.: Aug. 5, 2019 Page 3 of 4 work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: D75E52C0-9981-4C9F-91A3-0D0583FADF53 Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee URBAN PLANNING PARTNERS, INC. Officer 1 By: Name: Lynette Dias Title: Principal ldias@up-partners.com Officer 2 By: Name: Carla Violet Title: Associate Principal cviolet@up-partners.com Docusign Envelope ID: D75E52C0-9981-4C9F-91A3-0D0583FADF53 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C20178891 BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C20178891 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL INC., a Pennsylvania corporation, located at 100 Airside Drive Moon Township, PA 15108 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein. B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), as detailed therein C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four-year and three-month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891). E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($750,000.00), from Three Million Five Hundred Thousand Dollars ($3,500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Vers.: Aug. 5, 2019 Page 2 of 4 SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20178891 between CONSULTANT and CITY, dated June 22, 2020, as amended by: Amendment No. 1, dated April 3, 2023 Amendment No. 2, dated April 1, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through June 30, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit A, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one. The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00). CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Vers.: Aug. 5, 2019 Page 3 of 4 performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Vers.: Aug. 5, 2019 Page 4 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee MICHAEL BAKER INTERNATIONAL, INC. Officer 1 By: Name: Christopher Alberts Title: Vice President calberts@mbakerintl.com Officer 2 By: Name: Richard Beck Title: Assistant Secretary rbeck@mbakerintl.com Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 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 23 Council Meeting. Item 6: Approval of Contract Amendment Number 3 to Seven Contracts in the amount of $750,000 for On-Call Services to Provide Expertise for Long-Range Planning Projects, Application Processing, Environmental Review, and Other Planning Analysis in the Planning and Development Services Department. CEQA Status: Not a Project. 1. How does extending these contracts without a competitive RFP comply with the city's procurement policies, and what measures are in place to ensure transparency and prevent potential legal challenges related to bypassing competitive bidding? Staff response: The proposed Amendment No. 3 is intended as a nine-month extension of existing planning on-call contracts to facilitate the successful transition and completion of projects in progress while a new request for proposals (RFP) is completed. The proposed amendment aligns with the City’s purchasing policy; the original June 2020 agreement followed a competitive process. Staff is currently working to prepare a new RFP for professional on-call services with an expanded scope. New contracts will be presented for City Council consideration by the end of FY2025. 2. Why was there no engagement with external stakeholders, such as community members or industry experts, in this decision? How can we ensure that the consultants' services align with the needs and expectations of our constituents without their input? Staff response: Public engagement and feedback are incorporated in the project development and throughout the project rather than the contracting process, and continuity of these professional services prevent disruptions and delays to ongoing City Council priority projects. Projects worked on through these contracts include initiatives such as the Housing Element, retail zoning strategy, and car-free streets analysis, all of which have been guided by prior and ongoing public input as they progress. 3. What risks have been identified with these contract extensions, such as cost overruns or consultant underperformance, and how does the city plan to mitigate these risks without a formal risk assessment or contingency plan in place? Staff response: The recommended contracts reflect prudent risk management, in that the City's on-call services allow flexibility in the assignment of tasks to different firms based on qualifications, expertise, and cost-effectiveness, helping to control expenditures and ensure high-quality outcomes. Each firm is tasked with specific projects and agreed upon scope of work and deliverables where their expertise is most needed, and are monitored through regular progress reports, cost tracking, and staff oversight, with the ability to reassign work if needed. A new competitive RFP, expected by the end of FY 2025, will allow for a reassessment of consultant performance and costs. 4. Has the city evaluated the long-term benefits of investing in internal staff over continued reliance on external consultants? Why has a cost-benefit analysis not been provided to explore alternatives for building internal capacity and sustainability? Staff response: Staffing relative to consultant services is evaluated each year as part of the budget process. As noted in the staff report, the use of on-call professional services offers a flexible solution to the City’s evolving needs. The City has the ability to scale services up or down based on workload, staffing level, technical expertise, and economic conditions. This approach ensures the continuity of services during staffing vacancies or peak application volume and provides specialized expertise required for policy consideration as it relates to Council priorities. Annually, the Department assesses staffing levels to determine if the current ratio of professional services to internal staffing ensures operational flexibility, avoids overstaffing for peak application volume, and ensures specialized technical support.