Vers.: Aug. 5, 2019
AMENDMENT NO. 5 TO CONTRACT NO. C12142825A
BETWEEN THE CITY OF PALO ALTO AND
NV5, INC.
This Amendment No. 5 (this “Amendment”) to Contract No. C12142825 (the “Contract” as defined below) is entered into as of November 13, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NV5, INC., a California corporation, located at 15092 Av enue of Science, Suite 200, San Diego, CA 92128 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of professional engineering design and environmental assessment services (the “Services” as defined therein) in connection with the Newell Road/San Francisquito Creek Bridge Replacement Project (“Project”), as detailed therein.
B. The Parties entered into Amendment No. 1 and Amendment No. 2, each amending the Scope of Services, Schedule of Perfo rmance an d Compensation, as detailed therein, and Amendment No. 3, amending the Schedule of Performance as detailed therein.
C. The Parties entered into Amendment No. 4 to (1) increase and amend the Scope of Services; (2) increase the compensation by Five Hundred Twenty-Seven Thousand One Hundred Forty Six Dollars ($527,146), from One Million Three Hundred Fifty-Four Thousand One Hundred Seventy-Seven Dollars ($1,354,177) to a new total not -to-exceed amount of One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323); and (3) extend the Contract term through December 31, 2024, as detailed therein.
D. The Parties now wish to amend the Contract in order to (1) add Scope for Right-of-Way Support Services and changes to Plan, Sp ecification and Estimate; and (2) increase th e compensation by Two Hundred Ninety-Five Thousand Eighty-Three Dollars and T wenty Cents ($295,083.20), from One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323) to a new total not-to-exceed amount of Two Million One Hundred Seventy-Six Thousand Four Hundred Six Dollars and Twenty Cents ($2,176,406.20), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C12142825 between CONSULTANT and CITY, dated March 5, 2012, as amended by:
Amendment No.1, dated June 4, 2013
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Amendment No.2, dated March 10, 2015
Amendment No.3, dated June 1, 2020
Amendment No.4, dated June 21, 2021
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 1, entitled “SCOPE OF SERVICES”, of the Contract is hereby amended to read as follows:
“CONSULTANT shall perform the Services described in the attached Exhibit “A” (Scope of Services), Exhibit “A-1” (Scope of Servi ces, Amendment No. 1), Exhibit “A-2” (Scope of Services, Amendment No. 2), Exhibit “A-3” (Scope of Services, Amen dment No. 4), and Exhibit “A-4” (Scope of Services , Amendment N o.5) 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 3. Section 4, entitled “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 ( Scope of Services) herein, including any reimbursable expen ses specified in Exhibit “C” (Compensation), Exhibit “C-2” (Compensation, Amendment No. 1), Exhibit “C-3” (Compensation, Amendment No. 2), Exhibit “C-4” (Compensation, Amendment No. 4) OR Exhibit “C-5” (Compensation, Amendment No. 5) as applicable, shall not exceed One Million Nine Hundred Seventy -Two Thousand Three Hundred Eighty Dollars and Twenty Cents ($1,972,380.20). In the event Additional Services are authorized, the total compensation for the performance of t he Services (also referred to herein as the “Basic Services”), Additional Services and any specified reimbursable expenses, shall not exceed Two Million One Hundred One Hundred Seventy-Six Thousand Four Hundred Six Dollars and Twenty Cents ($2,176,406.20), as d etailed in Exhibit(s) “C”, “C-2” “C-3”, “C-4” and/or “C-5”, as applicable. The applicable rates and schedules of payment (budget schedules) are set out in Exhibit(s) “C”, “C-1”, “C-2”, “C-3”, “C-4”, and/or “C-5”, which are hereby attached to and made a part of this Agreement.
Additional Services for this Contract Amendment, if any, shall be authorized in accordance with and subject to the p rovisions of Exhibit(s) “C”, “C-2”, “C-3”, “C-4”, and/or “C-5”, as applicable. Consultant s hall not re ceive any compensation for A dditional S ervices performed without the prior written authorization of CITY. “Additional Services” shall mean any work that is not determined by CITY to be necessary for the proper completion of the Project, but which is not i ncluded within the Scope of Se rvices described in Exhibit “A”, Exhibit “A-1”, Exhibit “A-2”, Exhibit “A-3” or Exhibit“A-4”.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A-4” entitled “SCOPE OF SERVICES, AMENDMENT NO. 5”, ADDED.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C-5” entitled “COMPENSATION, AMENDMENT NO. 5”, ADDED.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6 . Incorporation of Recitals . The recita ls set fo rth above a re terms of th is Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
___________________________
City Manager
APPROVED AS TO FORM:
____________________________
City Attorney or Designee
NV5, INC.
Officer 1
By:______________________________
Name:___________________________
Title:____________________________
Officer 2
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
Exhibit “A-4”: “SCOPE OF SERVICES, AMENDMENT NO. 5” (ADDED) Exhibit “B”: “SCHEDULE OF PERFOR MANCE, AM ENDMENT NO. 5 ” (AMENDED, REPL ACES
PREVIOUS)
Exhibit “C-5”: “COMPENSATION, AMENDMENT NO. 5” (ADDED)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Senior Vice President
Jeffrey M. Cooper, Senior Vice President
MARYJO E O'BRIEN
Corporate Secretary
Vers.: Aug. 5, 2019
EXHIBIT A-4
SCOPE OF SERVICES, AMENDMENT NO. 5
(ADDED)
CONSULTANT (also referred to herein as “NV5”) will provide the Services described in this Exhibit “A-4,” Scope of Services, Amendment No. 5, which details the tasks required to finalize the Newell Road Bridge Project for the City of Palo Alto.
This Exhibit “A-4” identifies the Services already provided from Exhibits “A” through “A-3” (“Tasks Completed” as identified below), details the Services remaining to be provided during the remainder of the term of the Agreement, and details Services added and to be provided during the remainder of the term of the Agreement as of the Effec tive Date of Amendment No. 5 , setting a revised baseline for the Services remaining to be provided. In the event of a conflict between the Scope of Services provided in Exhibit “A-4” and the Scopes of Services provided in Exhibits “A” through “A- 4,” the Scope of Services provided in Exhibit “A-4” will control.
Tasks that are completed, or have been determined unnecessary , are no longer part of the final design development and are excluded from this Scope of Services . As applicable, tasks and subtasks are noted below as “completed” or “determined unnecessary” or “on-going”. Phases, tasks, and, where appropriate, descriptions presented, are intended to follow those from the original contract and previous contract amendments.
Phase 1- Preliminary Engineering, NEPA/CEQA Documentation Task 1 - Project Management (On-going)
Task 1.1 - Project Management
Consultant will directly coordinate with Client on a monthly basis through the completion of design and bidding support. Progress reports will be included each month with invoices. Progress reports will consist of a memo summarizing project status and the budget tracking spreadsheet, consistent with the project to date. Consultant will coordinate with Project Stakeholders as required to deliver the project. Consultant will perform management duties, including project tracking, budget review, subconsultant maintenance and communication, and internal coordination.
NV5’s Project Manager understands the connectivity between the Newell Road Bridge Replacement Project and the Upstream of Highway 101 Project. The Project Manager understands priorities and schedules for each project and will allocated uninterrupted resources to the critical tasks as necessary. As a general rule, the Newell Road project carries the highest priority as it must be constructed prior to the Upstream of Highway 101 improvements in the larger picture of the flood control project for the region.
Task 1.1 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Monthly Invoices
2. Budget Tracking Spreadsheet
3. Monthly Progress Report
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Task 1.2 – Meetings (On-going)
Task 1.3 - Quality Assurance/Quality Control (On-going) Throughout the project, NV5 will ensure project quality at all levels of design by incorporating our Quality Assurance/Quality Control processes and procedures under the Quality Management Plan (QMP). The objectives of the QMP are to provide a consistent approach to performing quality control reviews of all work products to accomplish the following:
• Identify key project quality goals, roles and resources • Identity the requirements of the Scope of Work. Make certain to check the Contract deliverables
• Identify and describe quality processes and procedures applicable to the project and group.
The QMP assures that all team members are following the same processes • Serve as a comprehensive reference tool for the Project Manager and other project staff in carrying out steps related to Quality Assurance/Quality Control Task 1.4 - Project Schedule (On-going)
NV5 will prepare a comprehens ive proje ct schedule and s ubmit it to the City for review and approval. The schedule will be updated once per month to reflect any changes discussed during the monthly Team call, and a copy will be submitted to the City of Palo Alto for project records. The monthly project update will be submitted to the City one week prior to the monthly team meeting to allow for review and discussion at the team meeting.
Task 1.4 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Project Schedule
Task 3 - Utility Coordination (On-going)
Task 3.0 - Utility Coordination
NV5 will provide utility coordination services with the objective to obtain all data on the various utility encroachments within the project limits. Early coordination will occ ur once the Type Selection Report has been completed. In addition, following Caltrans utility procedures standard A, B, and C letters of utility notification will be prepared by NV5 for signature and submission by City of Palo Alto and City of East Palo A lto. NV5 anticipates contacting all utility agencies relevan t to the Newell Road Bridge Replacement Project.
Task 3.0 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Utility A, B, and C letters
2. PG&E contract and application process to the City of Palo Alto for pole relocation Task 4 – Environmental Clearance Documents (Task Completed) DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Task 5.3 - Right of Way Engineering Services (On-going) Based on finalized Right of Way alignment, NV5 will prepare right of way plats and legal descriptions necessary for temporary cons truction easement s, permanent easements and the acquisition of additional right of way. Based on available assessors’ maps covering the project site, we have based our fee on providing a maximum of five (5) plats and legal descriptions. At this time, it is anticipated that plats and legals will be needed for : APN No. 003-12-013 (475 Newell Road, Palo Alto), APN No. 063 -513-350 (5 Newell Road, Eas t Palo Alto), APN No. 063- 515-370 (1761 Woodland Avenue, East Palo Alto), APN No. 063-515-380 (1767 Woodland Avenue, East Palo Alto, including portion in channel), APN No. 063-515-280 (1773 Woodland Avenue, East Palo Alto).
The City will be responsible for appraising and acquiring all necessary easements and right of way takes. Right of Way Appraisal and Acquisition services are not included in our scope of services or fee.
Task 5.3 Deliverables:
NV5 will deliver the following work products for thi s scope item:
1. Two (2) copies of signed Plat Maps and Legal Descriptions for each of the affected parcels.
Task 6 – Bridge Hydraulic Report (Task Completed)
Task 7 - Geotechnical Investigations (Task Completed)
Task 7.5 – Prepare Draft Foundation Report (Task Completed) Task 7.6 - Final Foundation Report (Task Completed)
Task 8 - Type Selection (Task Completed)
Phase 2 - Final Design & Permitting
Task 9 - Final Design & PS&E Development
After approval of the Bridge Type Selection Report, NV5 will begin the design work and preparation of the PS&E. This phase will include the development of the bridge and roadway plans which will be prepared in accordance with the current Bridge Design Details Manual and the Highway Design Manual as published by Caltrans. This phase will also include the preparation of Special Provisions to accompany the State of California Standard Specifications.
The initial step of the final design phase will be the development of the first (65%) submittal of the plans, special provisions, and estimate (PS&E).
Task 9.1 - 65% Bridge/Structural Design (Task Completed) Task 9.2 - Roadway Design (Task Complete)
Task 9.3 - Traffic Control/Construction Staging Plans (Task Completed -funds remaining) NV5 will develop traffic control and construction staging plans that will allow for the construction of the project while limiting the inconvenience and impact to the local c ommunity.
Task 9.4 - 65% Preliminary Plans, Special Provisions & Estimate (Task Completed) DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Task 9.5 - First (65%) PS&E Submittal (Task Completed)
Task 9.6 - Independent Design Check (Task Completed)
Task 9.7 - Response to Review Comments / 90% PS&E Revisions (Task Completed) Task 9.8 - Second (90%) PS&E Submittal (Task Completed) Task 9.9 – Third (100%) PS&E Submittal (On-going)
Design comments on the 90% PS&E submittal made by City of Palo Alto and Caltrans wil l be incorporated into the Final Plans Special Provisions and Estimates, as appropriate. Task 9.9 Deliverables:
The 100% PS&E will include the following items:
1. Checked Structural Bridge Plans
2. Final Road Plans
3. Special Provisions and Technical Specifications for Construction
4. Engineer’s Estimate
5. Resident Engineer’s Pending File
These final drawings, special provisions, technical specifications, and estimates will be prepared in accordance with th e current Local Programs Manual and presented to City of Palo Al to at the completion of the design phase of the project. All documents will be stamped and signed by a licensed civil or structural engineer registered in California.
Project drawings will be prepared using the Caltrans standard 22” by 34” drawing sheet size and layout. Project drawings will also be provided in AutoCAD.
Task 9.10 – Landscape Architectural Final PS&E Submittal (On-going) Based on comments received on the preliminary plans developed during the environmental phase, the landscape plans will be developed into construction documents to a 65% level of completion. An updated cost estimate and technical specifications will be prepared for landscape-related items of work. Subsequent submittal will be made at 90% and 100% (Final) PS&E levels in order to address comments and update the landscape architectural plans.
Task 10 – Regulatory Agency Permitting – (Task may be a removed from the scope at the City’s discretion)
Task 10.1 – Permitting (Work by Others – Task remains open if assistance is necessary)
10.2 Right-of-Way A&A Project Management – General Consultation NV5 will directly coordinate with Client on a monthly basis through the completion of ROW A&A and Utility Coordination services. PM tasks will include management and oversight of the new A&A subconsultant and services, including time for selection procedure, coordination with City on A&A DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
activities, invoicing, schedules, and budget for A&A activities. QA/QC of plats and legals and for checking the roadway design ef forts that will be provided to sub- consultant, Associated Right of Way Services, Inc. (ARWS) is also included.
Additional meetings are also planned for this new service, including: bi-weekly team meetings (City / ARWS / NV5) for the new A&A task during the initial appraisal and negotiation phase, monthly team meetings through the remainder of the new task, 2 information exchange meetings with the design team and ARWS.
ARWS management duties will include:
• Establish work process with NV5 and City and schedule, manage and coordinate all real estate and functions.
• On-going consultation, meetings and recurring project management duties. • Coordinate with NV5, City, appraiser, review appraiser, property acquisition agent and City’s legal counsel.
• Assistance with analyzing various courses of action. Work with NV5 and Ci ty to resolve problems and recommend solutions.
• Contract management, budget monitoring and control, and project reporting. • Implementation and compliance with applicable state and federal laws and regulations.
• Maintaining accurate records. Monitor work plan and work flow.
Task 10.2 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Monthly Invoices
2. Budget Tracking Spreadsheet
3. Monthly Progress Report
ARWS will deliver the following work products for this scope item:
1. Project status report spreadsheets
10.3 Appraisal Services
As designs have progressed through 90%, the number of parcels affected has increased from the original 5 assumed during scoping of the project over a decade ago to the 9 parcels confirmed with ARWS and presented abov e. Parcels determined to be affected by the project and coordinat ed with ARWS for the Appraisals and Acquisition Task, include 4 added parcels: APN No. 063-514-130 (No Situs, Palo Alto), APN No. 063- 515-390 (1779 Woodland Avenue, East Palo Alto), APN No. 063-514-060 (Woodland Avenue, East Palo Alto), and APN No. 063-513-440 (15 Newell Road, East DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Palo Alto). NV5 will cre ate Plats and Legal Des criptions for use by ARWS. As requested by ARWS, NV5 will also provide design information and construct ion plans for affected parcels and planned improvements. Title reports will be orde red where applicable and included in the ODC expenses. The City or NV5 will provide environmental documentation requested by ARWS.
ARWS scope will include:
• Appraisals to be provided to City staff as directed. Assumes appraisals for Parcel Nos. 1 – 8 previously identified.
• The appraiser shall keep a diary of interactions with each of the property owners. • Appraisals to be prepared in accordance with California Eminent Domain Law; California Government Code Section 7260 et seq.; Uniform Standards of Professional Appraisal Practice requirements, except as jurisdictionally exempt; the Caltrans Right of Way Manual; and 49 CFR, Part 24.
• The owner or a designated representative wil l be invited by the apprais er to accompany him/her during the inspection of the pr operty. A copy of the Not ice of Decision to Appraise will be provided.
• The appraiser will issue the necessary public acquisition informational brochure to all owners, which includes Title VI information.
• Appraisals to be prepared in an Appraisal Report format in accordance with Uniform Standards of Professional Appraisal Practice, Standard Rule 2-2. • Appraisals are for the “Fair Market Value” of the properties as per Californi a Code of Civil Procedure, Section 1263.320.
• In accordance with the California Code o f Civ il Procedure Sect ion 1263.330, the market value of the property acquired will not include consideration of any increase or decrease in the value of the property that is attributable to any of the following:
The project for which the property is taken;
The eminent domain proceeding in which the property is taken; Any preliminary actions of the acquiring authority relating to the taking of the property.
• The appraiser will work directly with the Review Appraiser. • If revisions are made to the property or assignment requirements during the appraisal process or upon completion of the report, appraisal time to address these revisions will be billed on an hourly basis in accorda nce with the ARWS Fee Schedule. (Optional Service)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Waiver Valuations
• Prepare a Notice of Decision to Inspect. Upon City approval, the notice will be finalized by ARWS, signed by the NV5 or City, and sent with all the required maps and enclosures by ARWS on City letterhead.
• Inspect property and conduct land sales research and analys is. • Estimate the cost for a potential TCE (assumed No. 9 only). • Deliver estimate in Waiver Valuation format.
Notes
• The estimate (Waiver Valuation) will address the proposed acquis ition as if free and clear of hazardous materials and with marketable title. • A Waiver Valuation is not an appraisal. It is completed by a right of way a cquisition agent, and utilizes resources and information available in the market, including sales data, listings, field inspections, Assessor’s information and other public records. Task 10.3 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Two (2) copies of signed Plat Maps and Legal Descriptions for each of the affected parcels.
2. Design information and construction plans for affected parcels and planned improvements, as requested by ARWS.
3. Title Reports as applicable.
ARWS will deliver the following work products for this scope item:
1. Draft Notice of Decision to Appraise for approval.
2. Appraisal Report.
3. Notice of Decision to Inspect. (Waiver Valuation)
4. Waiver Valuation.
10.4 Appraisal Review Services
• Upon receivi ng apprai sal reports, an office review of the reports using the various standards prescribed by the Federal and State Uniform Acts, Federal H ighway Administration, Caltrans appraisal procedures, Uniform S tandards of Prof essional Appraisal Practice (USPAP) and the C alifornia Eminent Domain codes will be completed.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
• Review appraiser will prepare a summary of the appr aisal process and provide comments to Appraiser regarding any issues with the reports, or any items that require further clarification.
• Upon satisfactory completion of the appraisal reports, an appraisal review report will be prepared.
Task 10.4 Deliverables:
ARWS will deliver the following work products for this scope item:
1. Appraisal Review Report.
10.5 Negotiations / Acquisitions
• ARWS to prepare acquisition documents. Said documents include, but are not limited to: offer letter, appraisal summary st atement and summa ry of the basis for just compensation, summary statement pertaining to the acquisition of real property or an interest therein, purchase agreement, deed, and public acquisition brochure. ARWS will initiate and maintain individual acquisiti on files, including diaries. All acquisition documents to receive City’s written approval as to form prior to use in the field. Copies will be provided to the City.
• ARWS will negotiate to acquire partial acquisitions from 9 properties identified previously. We are assuming there will be negotiations with up to 4 property owners and no lessees.
• All discussions for the acquisition of property or an interest therein will be directed to result in the payment of just compensation.
• If settlement with owners is re ached pursuant to the City approved appraisal, waiver valuation or administrative settl ement, AR WS will prepare a Memorandum of Settlement for transmittal to City, reviewing the issues. This memorandum will require City written approval before implementation of any settlement agreement. • ARWS will make every reasonable effort to acquire p roperty on behalf of the City expeditiously through agreement wi th its ow ner and to avoid litigation. This may necessitate greater levels of effort in the negotiations phas e and, where appropriate, should continue after eminent domain has been initiated. C ity will provide ongoing feedback to ARWS as to authorization for settlements.
• ARWS will establish a process of coordinating escrow closings and reviewing escrow instructions. Where there are escrow closings, preparation of escrow instructions will be completed by title company. Approval of conditions of title and escrow instructions, including but not limited to, “subject to” title exceptions, will be done by City.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
• If agree ment w ith all own ers cannot be reached, AR WS will advise City that negotiations have reached an impasse. The City will consider scheduling of an action in eminent domain including the required public necessity hearing. ARWS will provide condemnation support as needed and requested, budget allowing. For parcels using the Waiver Valuation process, eminent domain proceedings will require an appraisal be completed first. The City will consider revising the scope of work to include an appraisal if negotiations have reached an impasse utilizing a Waiver Valuation. • City obligations for scope of work:
Written approval of all acquisition documents in a timely manner. Direction as to administrative settlements, negotiating authority and condition of title acceptance.
Providing any formats to be used by ARWS on City’s behalf. Selection of title company.
Review and approval of title company prepared escrow instructions. Task 10.5 Deliverables:
ARWS will deliver the following work products for this scope item:
1. Draft Acquisition Documents for approval.
2. Memorandum of Settlement and Signed Agreement (upon s ettlement).
3. Notice that negotiations have reached an impasse (if ne eded).
10.6 Utility Relocation & Certification Services
Utility Certification was not part of NV5’s original contract or approved budget. NV5 will provide all utility coordination services, including serving as the main point of contact with the utility owners, coordinating to receive utility conflict mapping and preparing Utility Conflict Letters, requesting utility relocation plans and claim of cost liability, arranging meetings with the utility owners, preparing Utility Owner Notices, and coordinating with the utility owners on relocation schedule. Utilities include PG&E Gas, PG&E Overhead Electric, Sanitary Sewer (Palo Alto and East Palo Alto), Water Line (Palo Alto and Eat Palo Alto), PG&E and Palo Alto Underground Electric, Fiber Optic (Palo Alto and East Palo Alto).
Once the utility owners have responded to the Conflict Letter (sent by the City or NV5) and provided the necessary i nformation, A RWS will analyze the requested informa tion to determine utility relocation cost between the utility owners and City, and complete a Report of Investigation. ARWS will prepare Utility Agreement and provide to City and NV5 for review and approval. After signature by City, the documents will be sent to the utility owners for execution. Assumes one Utility Agreement.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
Task 10.6 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Utility Owner Notices.
2. Documentation for Right of Way Certification as required by ARWS.
ARWS will deliver the following work products for this scope it em:
1. Report of Investigation.
2. Utility Agreement.
10.7 Right of Way Certification
• Coordinate with Project team members for preparation of the Right of Way Certification.
• Provide Draft Right of Way Certification for approval by City, in accordance with the Caltrans Right of Way Manual.
• Submit supporting documentation along with the Right of Way Certification. Supporting documentation may include right of way contracts, Orders for Prejudgment Possession, diary notes, right of way sufficiency forms, Agreements for Possession and Use, and deeds.
• Coordinate processing of the Right of Way Certification with Caltr ans. Task 10.7 Deliverables:
ARWS will deliver the following work products for this s cope item:
1. Draft Right of Way Certification.
Right of Way Certification supporting documentation.
Phase 3 - Bidding & Construction Support (See Exhibit A -3 Amendment 4 for detailed description of tasks and scope)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the compl etion dates specified below. The completion dates shown below are the final completion date of the tasks which include 30%, 60%, 90%, final design, specifications of PS&E and all relevant tasks to complete the Project. The time to complete each milestone m ay be increased or decreas ed by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is compl eted within the term of the Agreement.
CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown below within 2 weeks of receipt of the notice to proceed (NTP).
Milestones Completion Date for Tasks
1. Project Management December 31, 2024
2. Existing Document Review May 9, 2012 (completed)
3. Utility Coordination February 27, 2013 (completed)
4. Environmental Studies June 30, 2020 (completed)
5. Survey July 20, 2015 (completed)
6. Bridge Hydraulic Report September 14, 2015 (completed)
7. Geotechnical Investigation September 20, 2012 (completed)
8. Preliminary Engineering and Type Selection November 10, 2021 (completed)
9. Final Design & PS&E Development September 9, 2022 (on-going)
9.9 100% PS&E Submittal (revisions) October 2, 2023
10.1 Regulatory Agency Permitting (work by others)
10.2 Right of Way (A&A) Project Management January 1, 2024
10.3 Appraisal Services August 11, 2023
10.4 Appraisal Review Services August 18, 2023
10.5 Negotiations / Acquisition December 27, 2023
10.6 Utility Relocation / Certificat ion Services December 29, 2023
10.7 Right-of-Way Certification January 11, 2024
11. Bidding and Construction Support December 31, 2024
The Schedule of Performance applicable to th e Ser vices det ailed in Exhibit A -3 (Scope of Services, Amendment No. 5) which are not labeled “Task Completed” in Exhibit A-3, is provided in the at tached “Attachment 1 to Exhibit B.” Attachment 1 to Exhibit B is hereby attached and incorporated into this Exhibit B by reference as though fully set forth herein. As with the above miles tones, the time to complete each milestone detailed in Att achment 1 to Exhibit B may be increa sed or decreased by mutual writt en agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. As with the above milestones, CONSULT ANT shall provide a detailed schedule of work consistent with the schedule shown in Attachment 1 to Exhibit B within 2 weeks of receipt of the notice to proceed (NTP).
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
ATTACHMENT 1 TO EXHIBIT “B” AMENDMENT NO. 5 SCHEDULE OF PERFORMANCE DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 ID Task Name Duration Start Finish
1 NOTICE TO PROCEED 0 wks Thu 7/1/21 Thu 7/1/21
2 3 Phase 1 - Preliminary Engineering 139 wks Mon 7/5/21 Fri 3/1/24 4 Task 1 - Project Management 139 wks Mon 7/5/21 Fri 3/1/24 5 Task 1.1 - Project Management 139 wks Mon 7/5/21 Fri 3/1/24 7 Task 1.2 - Meetings 62 wks Mon 7/5/21 Fri 9/9/22
9 Task 1.3 - Quality Assurance / Quality Control 62 wks Mon 7/5/21 Fri 9/9/22 11 Task 1.4 - Project Schedule 62 wks Mon 7/5/21 Fri 9/9/22 13 14 Task 3 - Utility Coordination (Caltrans Utility Process) 70 wks Mon 7/5/21 Fri 11/4/22 16 17 Task 5 - Survey and Base Mapping 20 wks Mon 6/20/22 Fri 11/4/22 19 20 Task 6 - Bridge Hydraulic Report 5 wks Mon 7/5/21 Fri 8/6/21 22 23 Task 7 - Geotechnical Investigations 8 wks Mon 7/5/21 Fri 8/27/21 24 Task 7.4 - Soils Analysis/Evaluation 2 wks Mon 7/5/21 Fri 7/16/21 26 Task 7.5 - Preparare Draft Foundation Report 4 wks Mon 7/5/21 Fri 7/30/21 28 Task 7.6 - Prepare Final Foundation Report 4 wks Mon 8/2/21 Fri 8/27/21 30 31 Task 8 - Preliminary Engineering & Type Selection Report 20 wks Mon 7/5/21 Fri 11/19/21 32 Task 8.1 Preliminary Engineering & Bridge Type Selection Report 10 wks Mon 7/5/21 Fri 9/10/21 34 35 Type Selection Report & Preliminary Engineering Submittal 0 wks Fri 9/10/21 Fri 9/10/21 36 37 Agency Review of Preliminary Engineering 4 wks Mon 9/13/21 Fri 10/8/21 38 City of Palo Alto 4 wks Mon 9/13/21 Fri 10/8/21
39 City of East Palo Alto 4 wks Mon 9/13/21 Fri 10/8/21 40 Valley Water 4 wks Mon 9/13/21 Fri 10/8/21
41 42 Caltrans Type Selection Review Process 10 wks Mon 9/13/21 Fri 11/19/21 43 First Caltrans Review 6 wks Mon 9/13/21 Fri 10/22/21 44 Type Selection Meeting 1 wk Mon 10/25/21 Fri 10/29/21 45 NV5 Responses to Caltrans Comments 2 wks Mon 10/25/21 Fri 11/5/21 46 Type Selection Report Re-Submittal 0 wks Fri 11/5/21 Fri 11/5/21 47 Second Caltrans Review 2 wks Mon 11/8/21 Fri 11/19/21 48 49 Phase 2 - Final Design & Permitting 44 wks? Mon 11/22/21 Fri 9/23/22 50 Task 9 - Final Design & PS&E Development 44 wks? Mon 11/22/21 Fri 9/23/22 51 Task 9.1 - Bridge Structural Design 12 wks Mon 11/22/21 Fri 2/11/22 54 Task 9.2 - Roadway Design 12 wks Mon 11/22/21 Fri 2/11/22 58 Task 9.3 - Traffic Control / Construction Staging Plans 12 wks Mon 11/22/21 Fri 2/11/22 60 Task 9.4 - 65% Plans, Special Provisions & Estimate 2 wks Mon 2/14/22 Fri 2/25/22 64 65 Task 9.5 - First (65%) PS&E Submittal 0 wks Fri 2/25/22 Fri 2/25/22 66 67 Agency Review of 65% PS&E 6 wks Mon 2/28/22 Fri 4/8/22 68 City of Palo Alto 4 wks Mon 2/28/22 Fri 3/25/22
69 City of East Palo Alto 4 wks Mon 2/28/22 Fri 3/25/22 70 Valley Water 4 wks Mon 2/28/22 Fri 3/25/22
71 Caltrans 6 wks Mon 2/28/22 Fri 4/8/22
72 73 Task 9.6 - Independent Design Check 15 wks Mon 2/28/22 Fri 6/10/22 75 76 Task 9.7 - Response to 65% / 90% PS&E Development 10 wks Mon 4/11/22 Fri 6/17/22 77 NV5 Responses to 65% Comments 2 wks Mon 4/11/22 Fri 4/22/22 78 Prepare 90% PS&E (Bridge and Roadway) 8 wks Mon 4/25/22 Fri 6/17/22 79 80 Task 9.8 - Second (90%) PS&E Submittal 0 wks Fri 6/17/22 Fri 6/17/22 81 82 Agency Review of 90% PS&E 6 wks Mon 6/20/22 Fri 7/29/22 83 City of Palo Alto 4 wks Mon 6/20/22 Fri 7/15/22
84 City of East Palo Alto 4 wks Mon 6/20/22 Fri 7/15/22 85 Valley Water 4 wks Mon 6/20/22 Fri 7/15/22
86 Caltrans 6 wks Mon 6/20/22 Fri 7/29/22
87 88 Task 9.9 - Third (100%) PS&E Submittal 8 wks Mon 8/1/22 Fri 9/23/22 89 Response to 90% Comments 2 wks Mon 8/1/22 Fri 8/12/22 90 Prepare 100% PS&E 6 wks Mon 8/15/22 Fri 9/23/22
91 Actually submitted on 9/30/22 (new) 0 wks Fri 9/30/22 Fri 9/30/22 92 City of Palo Alto Provided a Response (new) 0 wks Thu 10/27/22 Thu 10/27/22 93 Comment Resolution Meeting (new) 0 wks Thu 12/1/22 Thu 12/1/22 94 95 Final PS&E Submittal 0 wks Fri 9/23/22 Fri 9/23/22 96 Actually submitted on 3/17/23 (new) 0 wks Fri 3/17/23 Fri 3/17/23 97 City of Palo Alto provided a Response (new) 0 wks Mon 8/14/23 Mon 8/14/23 98 Comment Resolution Meeting (new) 0 wks Fri 9/22/23 Fri 9/22/23 99 NV5 to address comments (new) 6 wks Tue 10/10/23 Mon 11/20/23 100
101 City Building Permit Application Submittal 4 wks Mon 6/20/22 Fri 7/15/22 102 Response to 90% Comments 2 wks Mon 6/20/22 Fri 7/1/22 103 City Building Permit Resubmittal 2 wks Mon 7/4/22 Fri 7/15/22 104 City used 3/17/23 Submittal (the 90% submittal from July 11, 22 was incomplete) (new)
0 wks Fri 3/17/23 Fri 3/17/23
105
106 Task 10 - Regulatory Agency Permitting 42 wks Mon 11/22/21 Fri 9/9/22 107 Prepare Permit Application 12 wks Mon 11/22/21 Fri 2/11/22 108 Regulatory Agency Permitting 28 wks Mon 2/28/22 Fri 9/9/22 109 Task 10.2 ROW Appraisal and Acquisition & ROW Certification (new) 15 wks Mon 4/3/23 Fri 7/14/23 110 Plat and Legal & Other Documents 12.7 wks Mon 4/3/23 Thu 6/29/23 111 10.3 Appraisal Services 10 wks Mon 5/8/23 Fri 7/14/23 112 10.4 Appraisal Review Services 4 wks Mon 6/19/23 Fri 7/14/23 113 10.5 Negotiations/Acquisition 23 wks Mon 7/3/23 Fri 12/8/23 114 A. Preparation of Offer Documents 3 wks Mon 7/3/23 Fri 7/21/23 115 B. City Approval of Offer Documents 3.2 wks Fri 7/7/23 Fri 7/28/23 116 C. Negotiations/ Acquisition 21.8 wks Tue 7/11/23 Fri 12/8/23 117 10.6 Utility Relocation and Certification Services 30.4 wks Thu 6/1/23 Fri 12/29/23 118 A. Report of Investigation 6.4 wks Thu 6/1/23 Fri 7/14/23 119 B. Utility Relocation Agreement (Executed) 21.8 wks Tue 8/1/23 Fri 12/29/23 120 10.7 Right of Way Certification 6 wks Mon 11/27/23 Fri 1/5/24 121
122 Phase 3 - Bidding & Construction Support 112 wks Mon 11/7/22 Fri 12/27/24 123 Task 11 - Bid Assistance & Construction Support 112 wks Mon 11/7/22 Fri 12/27/24 124 Task 11.1 - Construction Bid Assistance 5 wks Fri 1/26/24 Thu 2/29/24 125 Task 11.2 - Construction Support 94.4 wks Mon 3/13/23 Tue 12/31/24 7/1
9/10
11/5
2/25
6/17
9/30
10/27
12/1
9/23
3/17
8/14
9/22
3/17
B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M April May June July August September October November December January February March April May June July August September October November December January February March April May June July August September October November December January Task
Split
Milestone
Summary
Project Summary
External Tasks
External MileTask
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
Progress
Split
ATTACHMENT 1 TO EXHIBIT "B" AMENDMENT NO. 5 SCHEDULE OF PERFORMANCE Preliminary Project Schedule
Project: 20231010_NRB Amendment 5
Date: Thu 10/19/23
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
EXHIBIT “C-5”
COMPENSATION, AMENDMENT NO. 5
(ADDED)
The CITY agrees to compensate the 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 hourly rate schedule attached as Exhibit C- 1 up to the not to exceed budget amount for each task set forth below.
The compens ation to b e paid to CONSU LTANT under this Agreement for all Services to be performed as described in Exhibit “A-4, and reimbursable expenses (here, $6,400 for Direct Costs per the budget schedule below), shall not exceed $236,083.20. CONSULTANT agrees to complete all such Services, including any reimbursable expenses (here, Direct Costs), within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $295,083.20. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s project manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below p rovided the total compensation for the Services, including any reimbursable exp enses (h ere, Direct Costs), does no t excee d $ 236,083.20 and the total compensation for Additional Services does not exceed $59,000.
(Exhibit C-5 is continued on the next page)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
BUDGET SCHEDULE NOT TO EXCEED AMOUNTS
TASK TASK DESCRIPTION 6D Amount Requested Total
Phase II - Final Design and Permitting
9.9 Third (100% PS&E)
2022 Caltrans Construction Contract
Standards Update $16,871.82 $16,871.82
10 Regulatory Agency Permitting and Right-
of-Way Phase NV5 ARWS
10.1 Regulatory Agency Permitting -
10.2 Right-of-Way A&A Project Mgmt. $28,041.64 $20,000.00 $48,041.64
10.3 Appraisal Services $21,600.73 $48,400.00 $70,000.73
10.4 Appraisal Review Services $0.00 $14,520.00 $14,520.00
10.5 Negotiations / Acquisition $0.00 $50,000.00 $50,000.00
10.6 Utility Relocation and Certification
Services $9,249.01 $15,000.00 $24,249.01
10.7 Right of Way Certification $0.00 $6,000.00 $6,000.00 Subtotal Tasks 10.2 - 10.7 (Amendment 5) $212,811.38
Phase II - Final Design & Permitting
Subtotals $229,683.20
Direct Costs (treated as Reimbursables -
Amendment No. 5) $6,400.00
Phase II - Final Design & Permitting +
Direct Cost Subtotals $236,083.20
Additional Services $59,000.00
Phase II - Final Design and Permitting Totals $295,083.20
(Continued on the next page.)
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word pro cessing, photocopying, in-house printing, insurance and other ordinary business expe nses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the s cope o f services, schedul e, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expe nse, for s uch services based on the rates set forth in Exhibit C-1. The additional s ervices scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT prior to commencement of the serv ices. Payment for additiona l services is subject to all requirements and restrictions in this Agreement.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Vers.: Aug. 5, 2019
COMPENSATION, NOT-TO-EXCEED AMOUNTS AND TOTALS: ORIGINAL CONTRACT AND AMENDMENTS 1 THROUGH 5
Services
(aka Basic
Services) and
Reimbursable
Expenses*
Additional
Services
Maximum
Not-to-exceed Amount
Original
Contract $471,977 $47,200 $519,177
Amendment
No.1 $151,929 $15,071 $167,000
Amendment
No.2 $607,730 $60,270 $668,000
Amendment
No.3 -- -- --
Amendment
No.4 $504,661* $22,485 $527,146
Amendment
No. 5 $236,083.20 $59,000. $295,083.20
Original
Contract and
Amendments
1-5
$1,972,380.20 $204,026 $2,176,406.20
*Direct Costs ($6,400) in Amendment No. 5,Exhibit “C-4” are treated as Reimbursable Expenses.
DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570