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HomeMy WebLinkAboutStaff Report 2506-4867CITY OF PALO ALTO CITY COUNCIL Monday, November 03, 2025 Council Chambers & Hybrid 4:30 PM     Agenda Item     8.Approval of Professional Services Contract Number C26194191 with TJC and Associates, Inc. in the Amount Not-to-Exceed $242,483 for Dahl & Park Reservoirs Structural Evaluation and Condition Assessment. CEQA Status – Exempt Under CEQA Guidelines Sections 15061(b)(2) and (b)(3). City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: November 3, 2025 Report #:2506-4867 TITLE Approval of Professional Services Contract Number C26194191 with TJC and Associates, Inc. in the Amount Not-to-Exceed $242,483 for Dahl & Park Reservoirs Structural Evaluation and Condition Assessment. CEQA Status – Exempt Under CEQA Guidelines Sections 15061(b)(2) and (b)(3). RECOMMENDATION Staff recommends that City Council approve and authorize the City Manager or their designee to execute Contract Number C26194191 (Attachment A) with TJC and Associates Inc. for Dahl & Park Reservoirs Structural Evaluation and Condition Assessment for a term of three years and a total, not-to-exceed amount of $242,483, including $232,483 for basic services and $10,000 for additional services. EXECUTIVE SUMMARY The City of Palo Alto’s Water Tank Seismic Upgrade and Rehabilitation (WS-09000) projects provide proactive rehabilitation, seismic upgrades, and replacement of the City’s aging water storage tank infrastructure. Since 2010, five of the City’s seven drinking water storage reservoirs have been seismically retrofitted, rehabilitated, or newly constructed. The two remaining tanks, Dahl Reservoir and Park Reservoir, are currently included in the Water Tank Seismic Upgrade and Rehabilitation (WS-09000) budget for engineering inspections and seismic assessment, with potential replacements planned for FY 2029 and FY 2030. To support the upcoming design phase for the Dahl and Park Tank project and a pending grant application, staff seek to retain professional services to perform a condition assessment, which includes seismic assessment and conceptual level improvements with estimated construction costs. The contract with TJC and Associates, Inc. includes the necessary engineering seismic analysis to inform you of the full design and provide the information required by the state’s 2025 Hazard Mitigation Grant Program, which may provide up to $6,000,000 in grant funding for the project. BACKGROUND The City of Palo Alto (City) owns and maintains two welded steel, potable water storage tanks called Park Reservoir and Dahl Reservoir, located in the Palo Alto foothills area near Page Mill Road. The tanks are 61 years old and require seismic retrofits, roof replacement, new coating, modifications to vents, and other miscellaneous improvements and repairs. Both reservoirs are one million gallon tanks, serving residential customers on Page Mill Road and in the Los Trancos area. The tank sites are located in the Palo Alto Foothills, approximately 4.5 miles south of Interstate 280 off Page Mill Road. While both tanks have been tentatively programmed for full replacement in FY 2029 and FY 2030, seismic retrofitting or other rehabilitation may be feasible, instead of a full tank replacement. ANALYSIS 1. The project consisted of three phases: 1) Condition Assessment; 2) Design; and 3) Engineering Services During Construction. The solicitation period was posted for 102 days. 47 proposal packages were downloaded however no proposals were received. Four potential proposers attended a pre-proposal meeting, some expressed concerns to deliver the complexity of the scope with their current staffing. The solicitation closed on February 16, 2024. 1 Public Link to Solicitation: https://procurement.opengov.com/portal/palo-alto-ca/projects/67117/ FISCAL/RESOURCE IMPACT Funding for the contract is funded through the Fiscal Year 2026 Adopted Water Tank Seismic Upgrade and Rehabilitation (WS-09000) Capital Project. STAKEHOLDER ENGAGEMENT The key stakeholders for this project include the Utilities Department, Fire Department, Office of Emergency Services, and Administrative Services. Engagement strategies include coordination meetings among various City departments and working groups involved with hazard mitigation, grant funding, and infrastructure planning. ENVIRONMENTAL REVIEW Council action on this item is exempt from California Environmental Quality Act (CEQA) review under sections 15061(b)(2) and (b)(3) because the proposed actions to assess conditions and prepare a seismic analysis have no potential to result in physical impacts on the environment and because the Dahl and Park Tanks project, which the proposed action relates to, was previously evaluated under CEQA prior to approval and was found to be categorically exempt under CEQA Guidelines Section 15301 (repair, maintenance, or minor alteration of existing public facilities involving negligible or no expansion of existing or former use) and Section 15302 (replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity). ATTACHMENTS Attachment A: TJC and Associates, Contract C26194191 APPROVED BY: Alan Kurotori, Director Utilities Staff: Patrick LaBruzzo P.E., Principal Engineer, Water, Gas and Wastewater Engineering Professional Services Rev. Oct 16,2024 Page 1 of 24 CITY OF PALO ALTO CONTRACT NO. C26194191 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND TJC AND ASSOCIATES, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 20th day of October, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TJC AND ASSOCIATES, INC., a corporation, located at 2300 Clayton Road, Suite 1450, Concord, CA 94520 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to determine the condition of its water reservoir tanks (the “Project”) and desires to engage a consultant to provide structural engineering services for the condition assessment of Dahl and Park reservoirs in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the effective date of this agreement through October 19, 2028, 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 2 of 24 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred Thirty- Two Thousand Four Hundred Eighty-Three Dollars ($234,483.00) . The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Ten Thousand Dollars ($10,000.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Hundred Forty-Two Thousand Four Hundred Eighty-Three Dollars ($242,483.00), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 3 of 24 invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to 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 Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 4 of 24 pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: • Engeo, Joseph Seibold, (415)613-3382, jseibold@engeo.com • JDH Corrosion Consultants, Inc., Sean Carey, (925)927-6630, SCarey@JDHCorrosion.com • Bay Area Coating Consultants Inc., Ed Darrimon, (888)384-6839 edarrimon@bayareacoating.com 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 Hernando Montoya as the CONSULTANT’s Project Manager, Email: hernando@tjcaa.com, Telephone: (925) 357- 2676 to have supervisory responsibility for the performance, progress, and execution of the Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 5 of 24 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 Patrick LaBruzzo, Utilities Department, Water-Gas-Wastewater Engineering Division, 1007 Elwell Court, Palo Alto, CA, 94303, Email: patrick.labruzzo@PaloAlto.gov, Telephone: 650-566-4518. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party 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”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 6 of 24 defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after 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 Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 7 of 24 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). 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 Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 8 of 24 To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 9 of 24 Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related 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 Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 10 of 24 (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 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 Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 11 of 24 the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 12 of 24 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 13 of 24 CONTRACT NO. C26194191 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 TJC AND ASSOCIATES, INC. By: ________________________________ Name: ______________________________ Title: _______________________________ By: ________________________________ Name: ______________________________ Title: _______________________________ Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Daisy Yu Vice President CFO Richard Cavanagh Professional Services Rev. Oct 16,2024 Page 14 of 24 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. CONSULTANT will provide the following: A. Applicable Codes and Standards The structural evaluation and seismic assessment will be performed in accordance with the following applicable standards: 1. American Water Works Association (“AWWA”) D100-21 Welded Carbon Steel Tanks for Water Storage. 2. American Society of Engineer (“ASCE”) 7-16 — Minimum Design Loads and Seismic Design Criteria. 3. 2022 California Building Code (CBC) including CITY-specific amendments effective January 1, 2023. Task 1: Data collection and Site Visit a) Review Existing Background information. 1) CONSULTANT will review the available documentation for the structures.This includes reservoir shop drawings, if available, previous inspection reports, and historical maintenance records that illustrate both the original construction and any upgrades. b) Site Visit 1) CONSULTANT engineers will conduct one site visit to each tank site to inspect the interior and exterior of each tank, evaluating structural components such as the floor, walls, roof plates, roof rafters, roof girders, and structural columns. Bay Area Coating Consultants Inc. will perform an assessment of internal and external coating conditions as part of a coordinated evaluation. JDH Corrosion Consultants, Inc. will perform field thickness measurements using ultrasonic testing. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 15 of 24 2) Prior to mobilization, CONSULTANT will coordinate with CITY, through Microsoft (MS) Teams meeting, to review the site visit plan. Once on-site, an initial meeting will be held to discuss inspection activities for both reservoirs, providing for a comprehensive and systematic assessment. Task 1 Deliverables: No deliverable is anticipated for this task. A summary report of inspection findings will be included as an appendix in the final Evaluation Report; refer to Task 4. Task 2: Site Specific Response Spectrum Seismic Analysis a) Project Startup 1) Review available geotechnical and geological information for the two tank sites, including published geologic maps and supporting pamphlets/reports, hazard maps, historical geotechnical reports, tanks plans, and other relevant information. b) Field Exploration 1) Perform a subsurface investigation at each tank site to support the site-specific seismic hazard analysis and structural evaluation. One boring will be drilled and rock- cored, as needed, to obtain samples for laboratory testing and to collect down-hole shear-wave velocity data to a depth sufficient for seismic site response analysis. Drill/core holes will be observed and logged by a geotechnical engineer or geologist. 2) Boring observations, sampling, geophysical logging, backfilling, and proper cuttings disposal will be completed in accordance with local permit requirements. The resulting data and findings will be incorporated into the final geotechnical report, which will include recommendations to support the structural assessment. c) Laboratory Testing 1) Perform testing to determine representative soil and/or rock samples for geotechnical laboratory tests, including index tests and strength tests. d) Engineering Analysis 1) Perform a probabilistic seismic hazard analysis (“PSHA”) and a deterministic seismic hazard analysis (“DSHA”) to develop site-specific response spectra consistent with ASCE 7-16 and ASCE 41-17 requirements for seismic assessment of existing structures. Hazard levels will include the Basic Safety Earthquake (“BSE”)-2N Risk-Targeted Maximum Considered Earthquake (“MCER”), BSE- 1N, BSE-2E, and BSE-1E, as well as other return periods as needed to evaluate specific tank performance objectives. 2) The analysis will also provide geotechnical parameters for assessment of existing tank foundations and to support potential foundation retrofit design. Consultant will ensure consistency with the AWWA D100 standard for new welded steel tanks and any project-specific performance requirements for the existing structures. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 16 of 24 3) Consultant will prepare a draft and final technical memorandum (TN) that documents the seismic hazard analysis being conducted will be included as part of this overall condition assessment, to assist the City in its application to the Hazard Mitigation Grant Program (“HMGP”). The technical memorandum (“TM”) will include a site plan for each tank with a description of the seismic hazard analysis performed and results of the analysis. Task 2 Deliverables: Findings and recommendations of the seismic hazard analysis to meet HMGP submittal requirements will be included in a TM. An initial draft of the TM will be provided to the CITY to submitto the HMGP as evidence of project progress, followed by a final TM upon completion of the seismic hazard analysis. Because this deliverable is critical to the HMGP schedule, it will be the first task that will begin immediately after receiving Notice to Proceed. 1) ENGEO, Inc., under Consultant’s direction, will prepare a draft and final technical memorandum or letter report presenting the findings and recommendations of the seismic hazard analysis. The report will include a description of the analysis methods and references, as well as recommended geotechnical parameters for assessing the existing tank foundations and design parameters for any potential foundation retrofit that may be required. 2) ENGEO, Inc.’s letter report will be included as an appendix to the draft and final Evaluation Report under Task 4. Task 3: Condition Assessment a) Structural Evaluation for Each Reservoir 1) Based on the document review and site inspection, CONSULTANT will conduct a detailed structural and seismic analysis of the reservoirs to assess their integrity under code- level seismic loading. 2) This evaluation will Assess the structural integrity of each tank under seismic demands, considering a Seismic Importance Factor of 1.5, in accordance with ASCE 7-16 provisions for essential water infrastructure. 3) Determine hydrodynamic forces, including impulsive and convective components based on AWWA D100 methodology. 4) Calculate hydrodynamic sloshing heights and evaluate available freeboard. 5) Perform a structural analysis to determine the maximum safe water level at which the tanks can operate while maintaining structural stability. b) Document Existing Conditions and Develop Potential Remediation Strategies for Each Reservoir Using the findings from previous tasks, CONSULTANT will: 1) Document existing structural conditions. 2) Conduct a seismic risk assessment. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 17 of 24 3) Identify corrosion-related concerns with input from BACC. 4) Develop conceptual remediation strategies for each tank for identified structuraland coating deficiencies. 5) Develop potential rehabilitation strategies that consider both structural and corrosion-related concerns. 6) Estimate both hard and soft costs using AACE Class 4 methodology. 7) CONSULTANT will meet with CITY via MS Teams to review findings and preliminary alternatives before finalizing recommendations. Task 3 Deliverables: Presentation of findings and proposed rehabilitation alternatives in a meeting with CITY,via Microsoft (“MS”) Teams meeting. Task 4: Technical Memorandum a) Based on the data collected, CONSULTANT will prepare a TM including calculations and summarizing: 1) Existing coating and corrosion-related condition of the assessed structures. 2) Findings from the structural evaluations. 3) Recommendations for remediation strategies. 4) Conceptual seismic rehabilitation measures, along with a rough order-of- magnitude construction cost estimate. 5) CONSULTANT will meet with CITY to review the draft TM report, gather feedback, and incorporate revisions before finalizing the document. Task 4 Deliverables: 1) Draft and final consolidated technical report covering both tanks. 2) Draft report will be delivered in PDF format. 3) The final report will be provided in PDF format and two (2) hard copies. Task 5: Project Administration a) CONSULTANT manages all projects using an Earned Value System (EVS) allowing for real-time tracking of project status, schedule, and budget. CONSULTANT’s Project Manager will oversee project execution, ensuring that all tasks are completed on schedule, within budget, and in accordance with CITY objectives. b) CONSULTANT’s invoices will be accompanied by narrative progress and cost reports. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 18 of 24 These reports will include: 1) Work completed during the reporting period. 2) Planned activities for the next reporting period. 3) Current budget status, including period expenditures and cumulative costs to date. 4) These reports can be customized to align with CITY’s specific reporting requirements. CONSULTANT will also provide detailed cost breakdowns with each invoice, itemizing billed personnel, labor classifications, and task-specific expenditures for full transparency. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 19 of 24 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: SERVICES AND DELIVERABLES TO BE PROVIDED SCHEDULE OF PERFORMANCE MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 20 of 24 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 Number of Days/Weeks (as specified below) 1. Task 1: Data collection and Site Visit 6 Weeks 2. Task 2: Subcontractor - ENGEO, Inc. – Site Specific Response Spectrum Seismic Analysis 12 Weeks 3. Task 3: Condition Assessment 24 Weeks 4. Task 4: Technical Memorandum 32 Weeks 5. Task 5: Project Administration Ongoing 6. 7. 8. 9. 10. Schedule CONSULTANT has assumed that the project will begin in 2025 and is expected to be completed in early 2026. 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 21 of 24 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE TASK NOT TO EXCEED AMOUNT 232,483.00 0 Total for Services and Reimbursable Expenses $232,483.00 Maximum Total Compensation $242,483.00 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 22 of 24 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. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 23 of 24 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 COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@PALOALTO.GOV III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910 Professional Services Rev. Oct 16,2024 Page 24 of 24 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@PALOALTO.GOV Docusign Envelope ID: 7E87E5C7-8CFF-47DE-B310-B161FAC20910