Palo Alto City Council
November 6, 2023

Profes
sional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C24188179

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND JOHN BELA URBANISM + DESIGN, LLC dba: URBAN FIELD STUDIO FAIRFAX
This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of October, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and JOHN BELA URBANISM + DESIGN, LLC dba: URBAN FIELD STUDIO FAIRFAX a Califo rnia Limited Liability Corporation, located at 24 Woodland Road, Fairfax, CA 94903 (“CONSULTANT”).

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS
A. CITY intends to retain the services of a qualified consulting firm ( (the “Project”) and desires to engage a consultant to produce a CAR-FREE STREETS Alternatives Study and Implementation Plan for the City of Palo Alto in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).

B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.

C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).

CONSULTANT shall provide on- call Services only by advanced, written authorization DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TA SK ORDER”.

Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.

Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. .

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ECTION 3. SCHEDULE OF PERFORMANCE. T ime is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to the extent caused by CONSULTANT’S failure to meet its professional standard of care. Notwithstanding anything to the contrary contained herein, CONSULTANT shall not be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and without its negligence. .

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Three Hundred Forty - Nine Thousand, Nine Hundred Ninety-One Dollars ($349,991.00). 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.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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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 Thirty-Four Thousand, Nine Hundred Ninety-Nine Dollars ($34,999.00) 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 Three Hundred Eighty - Four Thousand, Nine Hundred Ninety Dollars ($384,990.00), 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 S ervices in this Section 4. CONSULTANT shall prov ide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .

CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices 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.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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ECTION 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 be performed with the professional standard of care that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances and locality. Such professional standard of care is not a warranty or guarantee and CONSULTANT shall have no such obligation.

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ECTION 7. COMPLIANCE WITH LAWS. C ONSULTANT’S shall exercise due and reasonable professional care in observing those non-conflicting keep itself informed of and in compliance with all federal, state and local codes, laws, ordinances, regulations, and orders applicable at the time CONSULTANT renders its Services that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances and locality that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, or CONSULTANT’S Services, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

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ECTION 8. ERRORS/OMISSIONS.

CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions, to the extent caused by CONSULTANT’S failure to meet its professional standard of care.

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ECTION 9. COST ESTIMATES. I f this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal, CONSULTANT’S opinions or estimates of probable construction cost are prepared on the basis of CONSULTANT’S experience and qualifications and represent CONSULTANT’S judgment as a professional, generally familiar with the industry. However, since CONSULTANT’ has no control over the cost of labor, materials, equipment or services furnished by others, over contractor’s methods of determining prices, or over competitive bidding or market conditions, CONSULTANT cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from CONSULTANT’S opinions or estimates of probable construction cost. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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a
pproved 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 S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll 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 re lated to CONSULTANT’s performance of the S ervices, 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 t ransfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity 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 subcon tractors authorized by CITY to perform work on this Project are:

K imley -Horn
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assum es no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT . CONSULTANT will assign John Bela, [email protected], (415) 350-8257 as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’ s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Ozzy Arce, [email protected], D epartment, Office of Transportation, 250 Hamilton Avenue Alto, CA , 94301, Telephone:(650) 329-2156. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate P roject Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll 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 intelle ctual 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 C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

CITY acknowledges that CONSULTANT’S work product may be stored and delivered to CITY and others in electronic files (“Data”), and that anomalies and errors can be introduced into the Data when it is transferred or used in conjunction with incompatible computer equipment or software. CONSULTANT’S Data is being furnished "as is" and CONSULTANT shall have no duty to modify or update the Data. CONSULTANT reserves the right to retain an archival paper or electronic copy of the Data delivered to CITY or the general contractor which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished by CONSULTANT.

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ITY acknowledges that ownership of, and any copyrights to, CONSULTANT’S and its consultants pre-existing standard details and specifications shall remain with their respective owners and CITY shall not acquire any rights in any such pre-existing standard details.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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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.

Option A applies to the following de sign professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and any other entity or person for which CONSULTANT is legally liable (each an “Indemnified Party”) from and against any damages, losses, liabilities, judgments, settlements, expenses and costs, that Indemnified Party incurs from third party demands, claims, actions suits or matters connected therewith, including reasonable and necessary costs and expenses attorney’s fees, costs and expenses recoverable under applicable law (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct, including death or injury to any person, or damage to tangible property of CONSULTANT, its officers, employees, any other entity or person for which CONSUL TANT is legally liable under this Agreement, Notwithstanding the foregoing, if CONSULTANT’S obligation to indemnify arises out of CONSULTANT’S performance of services for the Project as a “design professional,” as that term is defined in California Civil C ode Section 2782.8, CONSULTANT’S indemnity obligation shall be limited in accordance with the provisions of Section 2782.8 as it was in effect as of the date of this Agreement. CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth in this indemnity provision from each and every subconsultant it retains. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by any applicable statute of repose or statute of limitations. CONSULTANT is not obligated to indemnify and hold harmless Indemnified Party for its active or sole negligence, or willful misconduct.

[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any othe r loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, i ts officers, employees, agents or contractors under this Agreement.

16.3. Th e 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 2 9.4 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 CIT Y concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain reference and attach an endorsements stating that the insurance (1) is primary coverage, with the exception of professional liability, workers’ compensation and employers’ liability insurance policies, and (2) will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

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18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

19.2. In event of suspension or termination, CONSULTANT wi ll 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 S ervices provided in material conform ity 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).

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SECTION 20. NOTICES.

A ll 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
W ith a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.

C ONSULTANT 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 furt her 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 off icer 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 S ection 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.

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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 t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) A ll printed materials provided by CONSULTANT to C ITY 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 C ONSULTANT 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 par ticular, 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 S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. T his Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

26.1. T his Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations.

CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, cl assification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq. ), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.) , as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “ DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.

SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

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T his Project is a 9204 Public Works Project and is required to comply with the claim’s procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

OR
T his 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 S ection 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 confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

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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.

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29.7. T he provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.

29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.

29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.

SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS

THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.

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CONTRACT No. C24188179

SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
JOHN BELA URBANISM + DESIGN, LLC
dba: URBAN FIELD STUDIO FAIRFAX
Officer 1
By:

Name:

Title:

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 John Bela
Principal

Professional Services
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EXHIBIT A

SCOPE OF SERVICES
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.

CONSULTANT will produce an Alternatives Study and Implementation Plan for the City of Palo Alto.

Task 1 – Public Outreach and Engagement Strategy
• CONSULTANT will customize the engagement approach for each of the target audiences, and return to them to solicit ideas and input into the planning and design process.
• CONSULTANT will work closely with City staff for all community engagement activities and will build on previous community feedback from Palo Alto’s Uplift Local program and other City-led engagement efforts.

Task 1.1 – Kick-off Meeting, Community Engagement Strategy Memo • CONSULTANT will meet with City staff to discuss key stakeholder groups and target audiences and how to engage with them.
• CONSULTANT will prepare a Community Engagement Strategy Memo that outlines target audiences, engagement approaches, and a schedule for meeting with stakeholder groups.

Timing
• 1 meeting, 2-hours, preference for in-person (part of the kick-off meeting). • 1 week to develop Memo.

Deliverables
• Community Engagement Strategy Memo.

Task 1.2 – Phase One Community Engagement: Initial Outreach • CONSULTANT will conduct a preliminary phase of outreach with all stakeholder groups identified in the Engagement mem. These will be small group, informal meetings; meetings that occur during canvassing efforts with local businesses. The purpose of these preliminary meetings is to gather insights and concepts and to identify important considerations in advance of developing preliminary concepts.

Audience
• Cal Ave. Business Association or Merchants Association, or similar group. • Individual California Avenue Business District business owners. • Ramona Street Business Association or Merchants Association, or similar group.

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• Individual Ramona Street business owners.

Activities
• In person or virtual meetings with business association representatives. • Canvassing during business hours - a short survey will be developed to collect opinions door to door on California Avenue and Ramona Street.
• Office hours will be held via zoom or other virtual format with the business owners on California Avenue and Ramona Street. Multiple business owners can be interviewed together during office hours.

Timing
• (2) 1-hour meetings with business association representatives, 3 office hours, 1-hour each, 8 hours of canvassing.

Deliverables
• Fliers; short online survey.

Audience: Advisory Groups and Committees
• Palo Alto Pedestrian and Bicycle Advisory Committee (PABAC). • Palo Alto Chamber of Commerce Board of Directors, or a similar group. • Historic Resources Board (HRB).
• Architecture Review Board (ARB).
• Planning and Transportation Commission (PTC).

Activities
• (5) In person or virtual meetings with selected representatives of each of the Boards, Commissions, and Committees.

Timing
• 5 meetings, 1 hour each.

Deliverables
• Slide deck Presentation.

Audience; Local Resident and Employees/Workers
Activities
• Mailers will be sent out (distribution by the City) to residents and nearby offices to share the options for feedback on the project. Mailers will include two ways of getting in touch:
by email and through office hours (held online). Additionally, stakeholders will be invited to the project webpage (hosted on the City website) and the Community-at-large Outreach event.

Timing
• 3 office hours, 1-hour each.

Deliverables
• Mailer design only.

Task 1.3 – Phase Two Community Engagement: Socialize Preliminary Concepts • CONSULTANT will socialize preliminary concepts and gather feedback from target audiences and stakeholder groups. This phase will include presentations at regularly scheduled commission, committee, board meetings, a City Council Study Session and Community at-large public events.

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Audience: Local Businesses
• Cal Ave Business Association or Merchants Association, or similar group. • Ramona Street Business Association or Merchants Association, or similar group.

Activities
• Presentation of preliminary concepts at Business / Merchant association meetings.

Timing
• (2) 1-hour meetings with biz association representatives.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Audience: Advisory Groups and Committees
• Palo Alto Pedestrian and Bicycle Advisory Committee (PABAC). • Palo Alto Chamber of Commerce Board of Directors, or a similar group. • Historic Resources Board (HRB).
• Architecture Review Board (ARB).
• Planning and Transportation Commission (PTC).

Activities
• (5) In person or virtual presentations at regularly scheduled meetings.

Timing
• 5 meetings, 1-2 hours each.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Audience: Local Residents and Employees / Workers
Activities
• Community-at-large Outreach Events
o Two events will be held, one on Ramona Street and the other on California Avenue to engage the Community-at-large. Ideally timed with recurring weekly events, like farmer’s markets, outdoor music, or holiday events, the team can table to garner feedback and extend the invitation to be part of an online survey about the streets. This would capture the opinion of visitors. o The events will include tabling and an interactive diagram of the street to capture ideas. The display will be colorful, and comments will be added to boards.

Timing
• Two 4-hour events (one for each street).

Deliverables
• Boards and Interactive Feature, summary of insights and feedback added to the ‘What We Heard’ memo.

Audience: City Council
Activities
• Presentation at City Council Study Session.
o CONSULTANT will present preliminary concepts and a draft of the What we heard report from previous engagement efforts.

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Timing
• One 1.5-hour presentation and discussion with City Council.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Task 1.4 – Phase Three Community Engagement: Socialize Preferred Concepts • CONSULTANT will socialize preferred concepts to gather feedback from target audiences and stakeholder groups. This phase will include presentations at regularly scheduled commission, committee, board meetings, and a second City Council Study Session.

Audience: Local Businesses
• Cal Ave Business Association or Merchants Association, or similar group. • Ramona Street Business Association or Merchants Association, or similar group.

Activities
• Presentation at Business / Merchant association meetings.

Timing
• (2) 1-hour meetings.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Audience: Advisory Groups and Committees
• Palo Alto Pedestrian and Bicycle Advisory Committee (PABAC). • Palo Alto Chamber of Commerce Board of Directors, or a similar group. • Historic Resources Board (HRB).
• Architecture Review Board (ARB).
• Planning and Transportation Commission (PTC).

Activities
• In person or virtual presentations at regularly scheduled meetings.

Timing
• (5) 1-1.5 hour meetings.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Audience: Residents and Employees / Workers
Activities
• Invitation to provide feedback on project webpage.

Timing
• Open invitation to add comments and feedback on project webpage.

Deliverables
• Preferred Concept Content on project webpage.

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Audience: City Council
Activities
• Presentation at second City Council Study Session.

Timing
• One 1.5-hour presentation and discussion with City Council.

Deliverables
• Content for memos or reports, presentation, summary of insights and feedback added to the ‘What We Heard’ memo.

Task 1.5 – Phase Four Community Engagement: Present Final Plan • CONSULTANT will present the final preferred plan and implementation strategy at a City Council hearing.

Timing
• One 1.5-hour presentation and discussion with City Council.

Deliverables
• Content for memos or reports, presentation of final Urban Design Plan and Implementation Plan.

Task 1.6 – Community Outreach Summary
• CONSULTANT will prepare a ‘What We Heard’ memo that summarizes the entire engagement process for the project and identifies key insights, concerns, and considerations. This will form the basis of the design brief prior to developing preliminary concepts and guide the process to select preferred alternatives. This document will serve as a record and summary of the project engagement efforts.

Timing
• Draft in Q1 2024, Final in Q3 2024.

Deliverables
• ‘What We Heard’ memo for public presentation, content for project webpage summarizing the engagement effort, such as a public executive summary of the ‘What We Heard’ memo.

Task 2 – Research & Analysis of Existing Conditions and Technical Studies Task 2.1 – Background Research
• CONSULTANT will conduct a review of relevant policy and planning documents, codes, and previous community engagement efforts.
o Review existing sources of City provided data, i.e., GIS files, parking and loading data. The Consultant may need to supplement existing City provided data sources, and budget has not yet been allocated to collect and utilize supplemental data. o Review existing economic impact reports from Uplift Local phase, including the Community & Stakeholder Engagement Report and the Street sense Economic report.
o Review previous engagement efforts.

Timing
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• Q4 2023, Q1 2024.

Deliverables
• Key insights integrated into ‘What We Heard’ memo and Draft Design Brief.

Task 2.2 – Parking and Loading Assessment
• CONSULTANT will do an evaluation of parking contexts and options within roughly a block of the Project’s Area of Interest. Parking data provided by the City includes information about capacity and usage at different times of days for both on- and off- street facilities.
• Prior to conducting evaluations, the CONSULTANT will incorporate 2023 parking data provided by the City in an Excel file into GIS files provided by the City that includes parking facility location information.
• CONSULTANT will evaluate the updated GIS-based data and work with the City to determine if additional parking data should be collected before commencing further analyses.
• CONSULTANT will develop up to 6 maps (2 locations, three different times of day) that include information about on- and off-street parking facilities and their capacities and occupancies. These maps will be color coded to represent percent occupancies at the facility at the time of day represented in the map.

Timing
• Q4 2023, Q1 2024.

Deliverables
• Conduct a parking / loading assessment using existing city parking capacity and utilization data and integrate key insights into ‘What We Heard’ memo and Design Brief.

Task 2.3 – Location Analytics Data Analysis
• CONSULTANT will access Replica and Replica data through a City provided access account (through the Consultant Access Program) to obtain relevant data to support the project’s transportation and circulation analysis.

Timing
• Q4 2023, Q1 2024.

Deliverables
• Key insights integrated into ‘What We Heard’ memo and Design Brief.

Task 2.4 – Meeting to review existing conditions analysis with City Team • CONSULTANT will review key findings from background research and existing conditions analysis with the City team, and update the design brief based on conversations with City staff.

Timing
• Q1-Q2 2024.

Deliverables
• Summary of site analysis, including parking analysis; Draft ‘What We Heard’ memo and Design Brief.

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Task 3 – Urban Design Framework
• Building on the site analysis, community engagement, and discussions with City Staff to inform the project Design Brief, the CONSULTANT will craft a comprehensive urban design framework for the project focus areas and areas of interest (see map). • CONSULTANT will establish the conditions for an environment that encourages curiosity and exploration, place-making, and economic vibrancy, while also considering overall project cost and operational capacity.
• CONSULTANT will seek to balance the uses and users of the street such as pedestrians and cyclists, retailers and restaurants, parking and emergency vehicle access. • The Urban Design framework will evolve over the course of the project in response to key findings and insights from site analysis and community engagement. • CONSULTANT will work with the City and stakeholders to identify up to two future scenarios for both the California Avenue and Ramona Street areas (four scenarios total) to be advanced into more detailed evaluation. The scenarios will be identified, developed, and selected using high-level screening criteria built from the design brief, including guiding principles for the effort.

Map of Project Areas:
• For California Avenue, the Project Focus Area is California Avenue between El Camino Real and Birch Street; and the Project Area of Interest is California Avenue from El Camino Real to the Caltrain Station, Ash Street to Sherman Avenue, neighboring alleyways and streets: Cambridge Avenue, New Mayfield Lane, Jacaranda Lane, and Sherman Avenue.
• For Ramona Street, the Project Focus Area is Ramona Street between University Avenue and Hamilton Avenue; and the Project Area of Interest is Ramona Street adjacent pedestrian alleyways and drive aisles.

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The Urban Design framework will incorporate the following elements and considerations:

Task 3.1 – Streetscape Design and Amenities
• CONSULTANT will develop concepts for a public realm and streetscape design that includes, but is not limited to the following:
o Delineation of pedestrian, bicycle, and vehicular access zones. o Delineation of public and private commercial use areas. o Pedestrian Priority Street Design including surface treatments, movement and lingering areas, hierarchy and delineation of public and private spaces. o Opportunities for daily, weekly, and seasonal events and gatherings. o Furnishings: paving treatments, planting, lighting, various types and arrangements of seating.
o Utilities: power, lighting, heating, water POCs, drainage, street cleaning. o Safety and security, ADA accessibility, vehicle barricades. o Amenities: Restrooms, Bike parking.
o Locations and Opportunities for Public art and Street Activation.

Timing
• Q1 2024.

Deliverables
• Preliminary illustrative plans, circulation, and access diagrams for up to four concepts. • Final illustrative plans, circulation and access diagrams, and up to 4 eye-level experience renderings for preferred alternative concepts.

Task 3.2 – Access, Circulation, Traffic, Parking, and Curb Impacts and Strategies • As a major component of the Urban Design framework, the CONSULTANT will work with the City and stakeholders to develop strategies and scenarios that strongly contribute to strengthened public life and economic outcomes while also appropriately maintaining or creating access, circulation, off-street parking/loading, and managed curb conditions. • The guiding principles for this task are as follows:
o Identify preferred uses for public streets and alleys, with focus on strengthening public life and improving economic, environmental, and quality-of-life outcomes. o Provide appropriate access for service and emergency vehicles – the team will conduct an analysis of what other cities are doing for emergency access of local car-free streets to help inform guiding principles related to this topic. o Make sure there are adequate places to park and plan for proper utilization of other facilities before developing curb usage and management strategies for the California Avenue and Ramona Street scenarios.
o Plan for high-quality bicycle and pedestrian networks that are connected, safe, clean, and comfortable.
o Integrate transit access particularly to/from VTA bus stops and Caltrain train stations.

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Task 3.2.1 – Scenario Evaluation
• CONSULTANT will evaluate traffic and parking impacts for up to two configurations for pedestrianization (vehicular road closure or diet scenarios) in both the California Avenue and Ramona Street areas (four scenarios total). Access to properties and access for pedestrians, bicycles, emergency vehicles, and shuttle and transit riders will be evaluated based on the presence and quality of access routes and locations. Potential vehicular traffic impacts (e.g., traffic expected to be diverted onto residential streets or into congested intersections) will be evaluated using Synchro. Solutions to address potential vehicular traffic impacts (e.g., traffic diversion to contribute to calm residential streets and potentially bike boulevards, improved intersection or corridor design and/or signal coordination/timing, etc…) will also be explored.
• This task includes eight study intersections in the California Avenue area, which are:
o El Camino Real / College Avenue
o El Camino Real / Cambridge Avenue
o El Camino Real / California Avenue
o El Camino Real / Grant Avenue
o Birch Street / Grant Avenue
o Birch Street / College Avenue
o Park Boulevard / Grant Avenue
o Park Boulevard / Oxford Avenue
• CONSULTANT will collect Multimodal turning movement count data for each of the intersections listed above, as well as for people riding vs walking their bikes through the California Avenue undercrossing, during weekday AM & PM 2-hour peak times. • CONSULTANT will focus the traffic analysis related to Ramona Street on evaluating the ability of nearby parallel streets to accommodate traffic volumes without Ramona Street being a part of the vehicular circulation network.
• CONSULTANT will obtain pre-pandemic traffic volumes of Ramona Street, as well as pre-pandemic and current traffic volumes for nearby parallel streets from Replica through the consultant access program.

Timing
• Q2 2024.

Deliverables
• Summary of Scenario Evaluation: Traffic and Parking Impacts for preferred alternatives (2 alternatives for Cal Ave, 2 alternatives for Ramona Street).

Task 3.2.2 – Parking and Curb Management Strategies for Preferred Alternatives • CONSULTANT will work with the City and stakeholders to develop parking and curb management strategies for the preferred scenarios.
• CONSULTANT will incorporate potential access impacts (within project boundaries) as well as potential traffic impacts (outside of project boundaries) associated with the preferred scenarios, and strategies to address them, into the updated design brief and final concept alternative presentation.

Timing
• Q3 2024.

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Deliverables
• Parking and loading strategies for preferred alternatives Integrated into Draft and Final Urban Design Framework.

Task 3.3 – Commercial Outdoor Dining Design Standards and Guidelines • CONSULTANT will evaluate existing use of public right-of-way for open streets, parklets, and private outdoor dining on Cal Ave and Ramona Streets, and develop commercial outdoor dining design standards and guidelines that build on the City’s recently adopted Permanent Parklet Guidelines and Regulations. • CONSULTANT will highlight relevant findings from best practices research that apply to Palo Alto.
• CONSULTANT will develop written and graphic design standards and guidelines for commercial outdoor dining /patios, as informed by the City’s recently adopted Permanent Parklet Guidelines and Regulations.
• Develop recommendations for a fee/pricing strategy for public and commercial use of the public right-of-way, as informed by the City’s recently adopted Permanent Parklet Regulations.
• Present draft design standards and guidelines to commission, committee, and boards for recommendation, and the City Council for adoption and incorporation as part of the preferred alternative.

Timing
• Q2 2024.

Deliverables
• Design standards and guidelines for commercial outdoor dining on Cal Ave and Ramona Streets; content for presenting draft guidelines to commission, committee, boards, and the City Council.

Task 3.4 – Historic Resources
• CONSULTANT will review background information on Cal Ave Business District and Ramona Street Historic District and incorporate historic resources design consideration into the Design Brief and Urban Design Framework Plan.

Timing
• Q3 2024.

Deliverables
• Incorporate historic resources design considerations into the Design Brief and Urban Design Framework Plan.

Task 3.5 – Signage
• CONSULTANT will develop a conceptual plan for Pedestrian directional/wayfinding signage and vehicle signage.
• CONSULTANT will provide recommendations for wayfinding signage and/or Car-free Streets identification.

Timing
• Q3 2024.

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Deliverables
• Incorporate signage considerations into the Design Brief and Urban Design Framework Plan.

Task 3.6 – Legislative Options
• CONSULTANT will evaluate and determine the various legislative methods for enacting a permanent street closure, a one-way directional partial street closure, and a seasonal closure, including, but not limited to reviewing and reporting on the Pedestrian Mall Law of 1960.

Timing
• Q3 2024.

Deliverables
• Incorporate legislative considerations into the Design Brief and Urban Design Framework Plan.

Task 3.7 – Equity and Accessibility
• As part of the community engagement process, the CONSULTANT will identify key considerations for universal access, including identifying the potential obstacles or barriers for different communities and user groups to participate in and shape these new public spaces. Equity and Accessibility considerations will be integrated into the project design brief and will be used as fundamental drivers of alternatives evaluation.

Timing
• Q3 2024.

Deliverables
• Incorporate equity and accessibility considerations into the Design Brief and Urban Design Framework Plan.

Task 3.8 – Equitable Economic Development and Partnership Building • Using best practice research, the CONSULANT will build a case for the project in the design to demonstrate the role that Cal Ave and Ramona Street streets can have on the local economy.
• Using case studies from local and national precedents the CONSULTANT team will craft recommendations to establish a strong base of ongoing support and stewardship.

Timing
• Q3 2024.

Deliverables
• Incorporate recommendations for equitable economic development and partnership building into the Design Brief and Urban Design Framework Plan.

Task 4 – Urban Design Framework
Task 4.1 – Open Streets Road Map
• The Urban Field team will create a roadmap outlining steps to implement the Urban DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
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Design Framework including recommendations for strategic investment priorities, phasing, organizational structure, and partnerships for maintenance, programming and stewardship.

Timing
• Q3 2024.

Deliverables
• Project Implementation Roadmap.

Task 4.2 – Funding Strategies and Legislative Approach
• CONSULTANT will identify opportunities for public and private funding and recommend a legislative method to implement the preferred option and Plan.

Timing
• Q3 2024.

Deliverables
• Funding Strategies and Legislative Approach recommendations integrated into Implementation Plan.

Task 4.3 – Ongoing Maintenance and Safety
• Based on the site analysis and community engagement, the CONSULTANT will generate recommendations for Cal Ave. and Ramona Street maintenance and public safety, including but not limited to: street cleaning, graffiti abatement, and vehicular and pedestrian lighting recommendations.

Timing
• Q3 2024.

Deliverables
• Ongoing Maintenance and Safety recommendations integrated into Implementation Plan.

Task 4.4 – Ongoing Operations and Stewardship
• CONSULTANT will Identify short and long-term operational needs and management of public realm areas and provide suggestions and recommendations for daily, weekly, and seasonal programming concepts (e.g. parades, festivals, regular-occurring events, permitting events and other opportunities for utilization of the street space). • CONSULTANT will identify potential partner organizations for programming, operations, and stewardship.

Timing
• Q3 2024.

Deliverables
• Ongoing Operations & Stewardship recommendations integrated into Implementation Plan.

Task 5 – Environmental Clearance Review and Recommendations • CONSULTANT will review the final concept alternatives and implementation plan and develop an environmental clearance strategy and roadmap. The environmental clearance DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

strategy may include options to clear exempt portions of the project, adopt the conceptual plan at a program-level by tiering-off of existing environmental clearances, and next steps for project-level clearance.
• For project components expected to qualify for exemptions, the CONSULTANT will develop a Notice of Exemption under California Environmental Quality Act (CEQA) and file it on behalf of the City, following direction to do so from City staff.

Timing
• Q3 2024.

Deliverables
• Environmental Clearance Strategy document.

Task 6 – Project Management and Oversight
• At the outset of the project, such as at the kick-off meeting, the CONSULTANT will discuss and establish the final project schedule and rhythm for project updates and check- ins with City Staff.
• CONSULTANT will identify the primary point of contact from the consultant and from City Staff.
• CONSULTANT may use a variety of tools to track and communicate progress including the Community Engagement memo and a slide deck to share biweekly (every two weeks), project updates, as well as a project budget tracker, to ensure alignment on fee utilization.

Task 6.1 – Project Kick-off
• At project kick-off, City staff and the CONSULTANT will review and agree on the project scope, goals, and objective; the community engagement plan; project timeline, data needs; and team roles and responsibilities.

Timing
• Q4 2023.

Deliverables
• Final Scope document and workplan, meeting schedule with target audiences.

Task 6.2 – Biweekly Check-ins with City Staff
• CONSULTANT will meet with City staff every two weeks, as needed. These meetings may be virtual.

Timing
• Every two weeks as needed.

Deliverables
• Meeting agendas, updated project schedule, updated budget spreadsheet, and recorded meeting notes.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

EX
HIBIT 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.

C
ONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1 A. 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 T OTAL 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. AT TACHMENTS : A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the
work described in this Task Order.

AP
PROVED:

CITY OF PALO ALTO
B
Y:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

AP
PROVED:

COMPANY NAME: ______________________
B
Y:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

EXHIBIT B

SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the P roject Managers for CONSULTANT and CITY so long as all DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

work is completed within the term of the Agreement. CONSULTANT shall provi de a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

Milestones
Completion
Number of Weeks (as specified below)
from NTP

1. Public Outreach and Engagement 52 weeks

2. Research and Analysis 12 weeks

3. Urban Design Framework 36 weeks

4. Implementation Plan 4 weeks

5. Environmental Clearance 4 weeks

6. Project Management 52 weeks

7. 8.

9. 10.

Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

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 E xhibit 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
Task 1
(Public Outreach and Engagement Strategy)
$94,057
Task 2
(Research & Analysis)
$38,564
Task 3
Urban Design Framework
$128,304
Task 4
Implementation Plan
$40,832
Task 5
Environmental Clearance
$8,594
Task 6
(Project Management)
$39,640
Sub-total for Services $349,991
Reimbursable Expenses (if any) 0
Total for Services and Reimbursable Expenses $34,999
Additional Services (if any, per Section 4) $ 34,999
Maximum Total Compensation $384,990

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.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.

A. Travel outside the San Francisco Bay A rea, 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: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

EXHIBIT C-1

SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5

RATE SCHEDULE
(Rates effective through 12/31/2024)
Charges for Services:

Charges for basic and additional services shall be based on the following rates and are subject to revision annually:

Principal-In-Charge: $250.00 per hour
Consulting Principal: $205.00 per hour
Urban Designer: $185.00 per hour
Senior Designer: $150.00 per hour
Consultant’s Time: 1.15 times consultant’s charges
Automobile Travel: Prevailing IRS allowance
Reimbursable Expenses/
Reproduction Costs: 1.15 times charge
All other costs: Direct reimbursement
Reimbursable Expenses:

Reimbursable Expenses are in addition to the compensation for basic and additional services and include actual expenditures made by Urban Field Studio or its professional consultants in the interest of the Project for the expenses listed in the following subparagraphs:

1. Expense of transportation, including rental car insurance (loss damage waiver/ collision damage waiver and liability coverage), and living when traveling in connection with the Project; conference call services, and fees paid for securing approval of authorities having jurisdiction over the project.

2. Expense of reproductions including computer plotting, postage, overnight priority mail and handling of Drawings and Specifications.

3. If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates and expense of renderings or models for the Owner's use.

URBAN FIELD STUDIO 415.350.8257
john@urbanfieldstudio.com
www.urbanfieldstudio.com
DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

EX

HIBIT D

INSURANCE REQUIREMENTS
C

ONSULTANTS 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.

AW
ARD 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 GE NERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY
P

ROPERTY DAMAGE
B

ODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$
1,000,000
$
1,000,000
$ 1,000,000
$
1,000,000
$
1,000,000

YES AUT OMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
P

ROPERTY DAMAGE
B

ODILY 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 P ROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST

AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM

OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY

CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. I
NSURANCE COVERAGE MUST INCLUDE:

A. A C

ONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.

II. T

HE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTP://WWW.OPENGOV.COM
III. E

NDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:

A. PRIMARY COVERAGE
W

ITH 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 BENEF IT OF THE ADDITIONAL INSUREDS.

DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5 Professional Services
Rev. Dec.15, 2020

B. CROSS LIABILITY
T

HE 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 NAM ING OF MULTIPLE

INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. I

F 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. I

F 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.

I
V. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTP://WWW.OPENGOV.COM DocuSign Envelope ID: 354AE088-777C-406F-B1B7-543AF69111C5