Palo Alto City Council
February 12, 2024

Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C24187805

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND CAROLLO ENGINEERS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 12th day of February, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAROLLO ENGINEERS, INC. , a California Corporation , located at 2795 Mitchell Drive, Walnut Creek, CA 94598 (“CONSULTANT”).

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

RECITALS
A. CITY intends to construct a new Headworks Facility (the “Project”) and desires to engage a consultant to provide planning and preliminary design services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 30, 2032 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.

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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 One Million Four Hundred Eighty Thousand Two Hundred Ninety-Six Dollars ($1,480,296.00). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not -to- exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to t he not-to-exceed compensation specified above, CITY has set aside the not -to- exceed compensation amount of One Hundred Forty -Eight Thousand Thirty Dollars ($148,030.00) 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 One Million Six Hundred Twenty -Eight Thousand Three Hundred Twenty-Six Dollars ($1,628,326.00), 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 provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order , based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the S ervices, 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 speci fied in Section 1 3 (Project Management) below.

CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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SECTION 6. QUALIFICATIONS/STANDARD OF CARE . All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely respo nsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT ’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget.

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 will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT.

Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULT ANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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of the C ity 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, succes sors, 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 C ity 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:

Subcontractor: Service:

Bay Area Coating Consultants, Inc. Coating Specialist Callander Associates Landscape Architecture Design
Environmental Science Associates Environmental Assessment and Permitting Exaro Technologies Corp. Potholing
Haley & Aldrich Geotechnical Study
JDH Corrosion Consultants, Inc. Corrosion Protection
Jensen Hughes Fire Protection
Mizutani Environmental Air Permitting
MWA Architects, Inc. Building Architecture
TJC and Associates, Inc. SCADA, Electrical and Instrumentation Towill, Inc. Surveying
Wilson Ihrig Noise Control

CONSULTANT shall be responsible for dir ecting the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontra ctors. 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 Rick Chan, 2795 Mitchell Drive, Walnut Creek, CA 94598, Telephone: 925- 786-0118, Email: [email protected]. 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.

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If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute P roject 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 Siew Ching Chin, Public Works Department, Environmental Services Division, 2501 Emabarcadero Way Palo Alto, CA , 94303, Telephone: 650-838-2917, Email:
[email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available t o 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.

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 design professionals pursuant to Civil Code Section 2782.8:
architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.

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[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 other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

16.3. The acceptance of CONSULTANT’s S ervices and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS . No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS” . CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agr eement, 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 prov ided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such d etermination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
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With 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.

CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California , as amended from time to ti me.

CONSULTANT agrees to notify CITY if any conflict arises.

21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender , gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CON SULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations , as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with 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 , DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to 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 CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. C ONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLI ANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

SECTION 25. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fi scal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.

This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. This 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 C ITY 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, classification, 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) DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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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 r egulations, 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”.

This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangib le 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 rightfu lly obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

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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, C ONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.

SECTION 29. MISCELLANEOUS PROVISIONS.

29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.

29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action.

The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

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

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.

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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.

29.10. CITY-PROVIDED INFORMATION. The CITY shall furnish the CONSULTANT available studies, reports and other data it deems necessary for CONSULTANT's performances of Services under this Agreement, which CONSULTANT may use and rely upon to perform those Services, so long as CONSULTANT’s us e of any Confidential Information complies with Section

28. 29.11. ESTIMATES AND PROJECTIONS. CONSULTANT has no control over the cost of labor, materials, equipment or services furnished by others, over the incoming water quality and/or quantity, or over the way the CITY’s plant(s) and/or associated processes are operated and/or maintained.

Data projections and estimates are based on CONSULTANT’s opinion based on experience and judgment.

29.12. THIRD PARTIES. The Services to be performed by CONSULTANT are intended solely for the benefit of the CITY.

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 A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC

WORKS PROJECTS

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

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CONTRACT NO. C24187805 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

CAROLLO ENGINEERS, INC.

Officer 1

By:_______________________________

Name: ___Rick Chan_________________

Title: Senior Vice President____________

Officer 2

By:_________________________________

Name: Anne Prudhel___________________

Title: Executive Vice President___________

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EXHIBIT A

SCOPE OF SERVICES

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

Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in t he planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

BACKGROUND

Based on the Long Range Facilities Plan (LRFP) 1 and lessons learned from 2022 -2023 peak wet weather events, the City identified and described in Request for Proposal (RFP) No.187805 the constraints and issues of the existing primary treatment process units , and goals of the new Headworks Facility Proje ct (Project). This information shall be taken into consideration and verified by the CONSULTANT as part of this Project.

SCOPE OF SERVICES

I. BASIC SERVICES
The CONSULTANT’s scope of work shall include the tasks described in the following sections. The CONSULTANT shall not perform work on a specific task prior to a written approval by the City.

Task 1 – Project Management
Task 1.1 Invoicing/Project Controls
Provide necessary administration, project controls, quality assurance and professional oversight of the Project, the CONSULTANT’s staff, and the CONSULTANT's subconsultants to ensure the

1 Long Range Facilities Plan for the Regional Water Quality Control Plant , 2012; https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/lrfp-final-report-08- 2012.pdf
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Project remains on schedule, remains within budget, maintains continuity of information, and satisfies the requirements of the CONTRACT.

Prepare and distribute a Project Management Plan (PMP) for City’s record. Within the PMP, include the baseline schedule, budget, spending projection, contacts /subcontracts and procedures. Include a Project Directory with roles and contact information and a Quality Assurance and Quality Control Plan.

Prepare and submit monthly invoice packages to the City. Billing period shall include the full calendar month and not overlap two separate fiscal years (i.e., not to combine June and July invoices). If reimbursable costs are incurred, include a summary table listing the subject matter/personnel name, date, purpose and associated expenses. Provide receipts and label each receipt with a numerical number. To meet CWSRF loan requirements, reimbursement for necessary travel and meal shall be at rates not to exceed those set by the California Department of Human Resources

2. Include a progress report with invoices to docum ent progress. Provide progress updates for each task on the sub- task level, the budget status (authorized amount, current billing, billed to date, previously billed, amount remaining, and percent spent), an earned value analysis chart, a list of outstanding issues and potential changes, a Project schedule status and schedule concerns. Identify and mitigate potential budget overruns and schedule changes.

Track a subtotal of all CWSRF eligible costs per each invoice.

Prepare, maintain, and update the status of Project schedule for City’s review and comments.

Prepare Project schedule status monthly with the Progress Report. Identify and mitigate schedule changes.

The following subtasks separates out project management services for each Task.

Task 1.1.1 Project Management
for Task 2 “Design Bases Determination”.

CONSULTANT shall perform project management and administrative services as described in Task 1.1 for Task 2 “Design Bases Determination”.

Task 1.1.2 Project Management for Task 3 “Regulatory and Monitoring Support” CONSULTANT shall perform project management and administrative services as described in Task 1.1 for Task 3 “Regulatory and Monitoring Support”

2 California Department of Human Resources. Travel Reimbursements. https://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx. Web 3/20/2023

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Task 1.2 Kick-Off Meeting
CONSULTANT shall facilitate an in-person/virtual meeting at the initiation of the Project (Kick-Off Meeting), with the City Project Manager and City staff to discuss overall Project coordination, data collection, and Project schedule. Walk the Project site. Provide meeting attendees with an agenda seven (7) calendar days in advance of the date of the meeting. Provide meeting attendees with summary minutes and electronic copies of supplemental materials used during the meeting no later than fourteen (14) calendar days from the date of the meeting.

Task 1.3 Project Progress Meetings

Conduct remote (via phone or web conference services) Project Progress Meetings with City Project Manager, starting at twice a month minimum frequency throughout the preliminary and detailed design phases. Frequency of Project Progress Meetings can be adjusted or decreased at the City’s discretion.

Deliverables:
• Agenda and minutes for all meetings
• Monthly invoices, including monthly Progress Reports
• Draft and final Project Management Plan

Task 2 – Design Bases Determination
Task 2.1 Wastewater Characterization
CONSULTANT shall verify the wastewater characteristics of the influent flow to determine peak hour grit loadings and other required parameters. For budgeting purposes, CONSULTANT shall conduct a total of four (4) sampling episodes (targeting two (2) dry weather and two (2) wet weather events) within a six -month period. Each sampling episode will consist of three days of grit sampling and testing at the RWQCP to characterize the grit size and measure grit settling velocity. For each sampling episode, CONSULTANT shall conduct approximately six (6) hours of continuous sampling bracketing the daily peak flow ramp-up. CONSULTANT shall prepare a field report of each sampling episode that includes all raw data collected and provide side -by-side plots of weight distribution of grit physical size, influent grit concentration and projected daily grit loads, sand equivalent size determination, and percent total solids and total volatile solids.

Using the data from all four (4) sampling episodes, CONSULTANT shall develop a plant -specific, predictive grit removal curve to establish the design basis for the grit removal facility.

CONSULTANT shall review and analyze the Plant’s influent flows from 1998 to 2023 to evaluate and confirm the following flow parameters desired for design. These include: 1) minimum flow, 2) average dry weather flow, 3) average wet weather flow, 4) peak dry weather flow, and 4) peak wet weather flow.

CONSULTANT shall review and analyze the Plant’s records on influent grit tonnage and flow trends from the 2022/2023 wet season.

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CONSULTANT shall prepare and submit two technic al memorandums (TM) to document this effort:

• TM1: This will document the analysis of influent flow and plant records on influent grit tonnage.
• TM2: This will document the results of the wastewater grit characterization described above.

Task 2.2 Geotechnical Desktop Study

CONSULTANT shall perform a desktop review of existing Geotechnical Reports completed for the RWQCP and identify data gaps. This will include the following:

• Geotechnical site reconnaissance of the headworks area(s) proposed to be evaluated. • Compilation and review of available, pertinent soils, geotechnical, geologic, and seismic data previously developed for improvements at the site completed in previous geotechnical reports and readily attainable from the City, Caltrans, USGS, and other public agencies.

CONSULTANT shall then prepare a Geotechnical Desktop Study that includes a summary of key findings and conclusions of the following items: 1) known geotechnical explorations map of the project area, regional soils and geologic maps, grou ndwater levels recorded in the project area, geologic hazard maps, general excavation and shoring requirements, selected geologic engineering soil properties, preliminary foundation design recommendations for piles and mat foundation designs, and a site-specific geotechnical field investigation plan.

Note that the geotechnical field investigation activities, as well as potholing for underground utilities and topographic surveying services will be conducted as part Detailed Design.

Task 2.3 Workshops

Conduct workshops with Plant staff on specific process units and facilities that are included as part of this Project. Hybrid meetings (in -person and virtual) with CONSULTANT are preferred.

Verify Plant’s meeting audio/visual equipment in advance . Provide meeting attendees with an agenda and materials at least seven (7) calendar days in advance of the date of the workshop.

Provide meeting attendees with summary minutes no later than fourteen (14) calendar days from the date of the workshop. CONSULTANT may include vendor presentations for major equipment to help the City to understand the functions, operations and maintenance requirements associated with the specific equipment.

Workshop topics shall include, but not limited to the following:
1) Rehabilitate or replace existing influent junction box (JB0) o Influent gate reliability and redundancy criteria
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o Influent gate actuator controls technologies and alternatives o Influent gates modes of operation
o O&M considerations
2) Hydraulics and Lift Pump Technology
o Pump system reliability and redundancy criteria
o Pump performance criteria
o Dry well pump station layout alternatives
o Pump type alternatives
o O&M considerations
3) Screening Technology (following Task 2.1)
o Screening system reliability and redundancy criteria
o Single- vs. multi-stage screening comparison and need evaluation o Screening technologies (coarse and fine screening) and alternatives o Screening processing/conveyance/dewatering technologies and alternatives o O&M considerations
4) Degritting Technology (following Task 2.1)
o Grit removal system reliability and redundancy criteria o Grit assay/load
o Grit removal technologies and alternatives
o Grit washing and handling technologies and alternatives o O&M considerations
5) Odor and Odor Control
o Odor control system reliability and redundancy criteria o Odor control technologies and alternatives
o Multi-gas (H2S, CO, O2 and LEL) monitoring
o Anticipated odor control demand
o Odor control strategy alternatives for open and enclosed facilities. Consider energy, noise, maintenance, and bioscrubber and/or chemical use. o Overall ventilation strategy
o O&M considerations
6) Septage Receiving Station
o Rock trap
o Grinder
o Monitoring
o Washdown and cleanup equipment
o Security camera and electronic login station to track septage unloading quantities for billing purposes.
o Site traffic attributed by the septic trucks
o O&M considerations
7) Wastewater and Waste Streams Monitoring
o Influent flow monitoring; recycle (return) flow monitoring; and drain water metering
o Equalization
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o Influent raw sewage sampling system
o O&M considerations
8) Modifications to former CCT Inlet Box, Outlet Box and Recycled Water Feed Pumps to allow for demolition of CCT.
o The inlet box is located on the southeast corner of the CCT. It is no longer in service. An old sluice gate at the inlet box was kept in closed position to isolate the flows from the 72” pipe which is still charged with flows from the Dual Media Filter.
o The Outlet Box (still active) is attached to former CCT. Circa 2009, it was modified to receive final effluent from the new UV Facility and convey flows via two 48” diameter pipes to the Final Effluent Outfall Structure. As part of this Project relocate or modify the Outlet Box and associated piping, as needed. o The Recycled Water Feed Pumps are located immediately adjacent to the former CCT. These pumps and associated suction and discharge piping shall be replaced and relocated to allow for demolition of the former CCT. 9) Power
o Medium Voltage Distribution Upgrades
 The 12kV Power Distribution Upgrades Project (designed completed by Salas O’Brien in 2022) includes 7 phases of construction that will need to be completed at RWQCP. As part of this Headwo rks Project, evaluate the need and include logistics to incorporate some phases of the medium voltage upgrades into the Project
o New Headworks Equipment
 New motor control centers (MCCs), power meters and variable frequency drives (VFDs)
 New 12kV Load Centers
 New backup standby generator, automatic transfer switch and above ground diesel fuel storage tank
o Arc Flash Mitigation
 Review current industry best practices for arc flash mitigation and discuss design strategies for integrating arc flash mitigation into the plant’s standard operating procedures
o Existing Infrastructure
 Retirement of MCC-D and MCC-E from service from the NPP generators  MCC-D and MCC -E have their main breakers and their ATS units in the decommissioned Incinerator Building. They are connected to the backup generator inside NPP. A refeed of power distribution of MCC -D and MCC- E from the Sludge Dewatering and Loadout Facility to allow further decommissioning of the Incinerator Building is desired. The Sludge Dewatering and Loadout Building already anticipated future power distribution to MCC -D and MCC -E, including connected load for standby power, and this Project would have stranded assets if left powered by generators at the NPP.

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10) Palo Alto RWQCP Process Automation Standards
o Plant’s I&C & SCADA standardization, including discussions on asset tagging, process tagging, design document formats, panel and wiring requirements, Programmable Automation Controller hardware and software standards, programming standards, control system networking standards, and graphical system standards.
11) Corrosion Protection and Cathodic Protection
o Protection of new and related existing facilities from corrosive sewage off-gas and surrounding chloride-latent groundwater
12) Landscape and Screening
o Comply with City’s Tree Protection Ordinance
3 o Comply with City’s guidelines on plant species and landscape development4 13) Operations and Maintenance
o Hydraulic control strategy
 Influent sewer water level monitoring
 Equalization
 Hydraulic control procedures and equipment
o Screenings and Grit Handling and Disposal
 Truck turnaround analysis
 Separate or combined dumpsters (for both screenings/grit)  Dumpster removal logistics
o Equipment seal water, washwater and area hose bib water demand o Power and standby power demands
o Equipment accessibility for O&M operations
14) Layout
o Collaborate with the City to develop at least three and up to five layout concepts.

Perform an evaluation of the concepts and present the layouts.  Example parameters that could be varied between concepts include Headworks Facility location, footprint, fac ility depth, and equipment within the headworks building or standalone.
 Consider foundation systems, Palo Alto Sea Level Rise Adaptation Policy 5,
existing facility demolition, and other significant ancillary improvements to implement each concept.

3 City of Palo Alto. Tree Ordinance Information. https://www.cityofpaloalto.org/Departments/Public-Works/Public- Services/Palo-Altos-Urban-Forest/Tree-Ordinance-Update-2022/Tree-Ordinance-Information. Web 3/20/2023 4 City of Palo Alto. Palo Alto Municipal Code. American Legal Publishing. https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0- 0-0-59235. Web 3/20/2023 5 City of Palo Alto. Sea Level Rise Adaptation Policy. Approved March 18, 2019. https://www.cityofpaloalto.org/files/assets/public/sustainability/sea-level-rise/slr-adaptation- policy_web.pdf?t=71340.78. Web 3/20/2023
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 Some of the demolition, reconfiguration, and/or repurposing that may be required to implement the Project, avoid stranded assets, and/or meet the Project’s Long-Term Goals includes:
i. Original Pump House constructed in 1934 and
decommissioned in 1956. It is now being used by operators for confined space training. Building is powered by MCC-C. ii. Old Pumping Plant (OPP) and MCC-C.
iii. New Pumping Plant (NPP)
iv. Raw Sewage Meter Pit
v. Buried 15” vitrified clay pipe (VCP) recycled (return) line vi. Buried 12” VCP yard drain line
vii. Septic pad and related piping
viii. Diesel fuel storage tank for the backup generator ix. NPP generators
x. NPP exhaust air piping and soil biofilter (BAAQMD
abatement device for NPP)
xi. Influent box sluice gates and hydraulic control equipment  Show proposed modifications to the CCT inlet box, outlet box and recycled water feed pumps.
 In collaboration with the City, determine the best layout (preferred alternative) for the Headworks Facility.
 City will provide upstream water surface elevations in the collection system just upstream of JB0 for CONSULTANT’s use for hydraulic modeling of the preliminary treatment process (i.e., no collection system modeling is required of the CONSULTANT).
o Include a layout drawing(s) and a process flow diagram for each concept. o Provide a list of major equipment and facility components, a list of existing facilities to be rehabilitated, and a list of existing facilities to be demolished for each concept.
o Provide a high-level Class 4 construction cost estimate for each concept. 15) Constructability and Sequencing Workshop for the preferred Headworks Facility Project alternative
o Sequence of improvements and decommissioning/demolition o Extent of shutdowns and shutdown strategies
o Replacement of yard piping (force main) to Primary Influent Channel  Materials
 Temporary facilities
o Power feed modifications at Sludge Dewatering Building, former Incineration Building and Headworks Facility. Include interface with the 12kV ductbank layout in the yard and standby power system, all designed by others. o Plant operations and maintenance during construction
o Coordination with the other CIP construction projects during the Project construction
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16) Bypassing and Shutdown Coordination Workshop (separately or in conjunction with the Constructability and Sequencing Workshop)
o Address bypass configurati on required to complete the work, as understood at the preliminary design stage, including:
 60” Raw Sewage Force Main to Primary Influent Channel (PIC) replacement  PIC cleaning, concrete repair, coating, and improvements (e.g., PST influent gate replacement)
 Sludge Dewatering Filtrate (to PIC) bypass
 Thickener Overflow (to PIC) bypass
 Dual Media Filter Backwash water (to PIC) bypass
 Recycled water feed pumps A and B at southwest edge of former CCT  Buried 72 -inch secondary clarifier effluent (Dual Media Filter effluent) pipe, not in use at this tail end but still surcharged and connected to former CCT inlet box
 Buried 15” diameter recycle (return) line to NPP barscreen room replacement/relocation; line carried scrubber water from 1972 to 2019 and can be oversized for future needs
Note: line carries low pH water from an odor control biofilter dedicated to the Sludge Dewatering and Loadout Facility, incinerator and chlorine building drains, meter pit sump discharge, blend tank drain/overflow line, sodium hypochlorite containment area drains, etc.

Task 2.4 Basis of Design Report

Prepare a Basis of Design Report (BoDR) that incorporates the findings from Tasks 2.1, 2.2, and

2.3. Provide a cover page for each final chapter that includes the stamp and sig nature of the engineer(s) in responsible charge, the review engineer(s) and the preparers. Clearly note assumptions and append calculations with professional engineer’s stamp.

The following shall be included in the BoDR:
• Executive Summary highlighting key analysis, findings, and recommendations. • Design bases, codes and standards for each design discipline. • Update the Plant’s flow and grit/screening projections. Document the following:
o Minimum Flow (MF) and potential for solids deposition and impacts on f low metering
o Average Dry Weather Flow (ADWF) and grit/screening loadings o Peak Dry Weather Flow (PDWF) and grit/screening loadings o Average Wet Weather Flow (AWWF) and grit/screening loadings o Peak Wet Weather Flow (PWWF) and grit/screening loadings • Performance requirements for major equipment and process units. • Anticipated changes/ improvements to Plant’s treatment processes.

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o Screening and degritting equipment shall reduce risks of damages caused by grits and abrasive materials to downstream equipment/processes (e.g., MABR, pumps, clarifiers).
o Existing and potential grit parameters for biosolids receiving facilities. o Identify areas at the Plant where operators observed grit accumulation. • Operations and Monitoring
o Update process flow diagram with metering and sampling locations and associated procedures. Coordinate with City on sampling locations. o Identify major facility assets and associated high -level controls, monitoring and preventative maintenance requirements.
o Develop duty and standby c onfigurations for all major equipment, including the bar screens, pumps, grit system, and power.
o Outline the process control system. Develop control strategy schemes for addressing several operational scenarios:
 ADWF mode
 PDWF mode
 AWWF mode
 PWWF mode
 Headworks pump failure
 Power outages
 Plant shutdowns using the influent sewer for temporary storage  Electrical switch failure
 Maintenance mode
• Permitting and Compliance
o Identify the anticipated conditions or regulatory approval process for design and construction activities, including:
 CEQA+ Documentation
 Federal Aviation Authority (Notification Forms 7460-1 and 7460-2)  Bay Area Air Quality Management District (Odor control and diesel generator approvals)
 Palo Alto Planning & Development Department Approvals (Planning and Transportation Commission, Architectural Review Board, Tree Removal)  Palo Alto Fire Department
 Palo Alto Zoning Requirements (The RWQCP is in the CITY’s PF (D) zone, public facility with a combining site and design review, which imposes certain height restrictions on the new construction. Per the Palo Alto Municipal Code, the height limit is 50’ above grade level.)  Palo Alto’s Baylands Nature Preserve Site Assessment and Design Guidelines
 Palo Alto Sea Level Rise Adaptation Policy
o Fire protection requirements . Develop a table of the applicable state and local permits, lead times, and approval stage/design milestone o Note pending, or anticipated, regulatory and permitting changes DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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• Layout, Constructability, and Sequencing
o Provide a layout of the preferred Headworks Facility alternative o Provide architectural perspective views of the preferred Headworks Facility alternative
o Provide landscape perspective views surrounding the preferred Headworks Facility alternative
o Develop a sequencing pl an for implementation, including the decommissioning, demolition and/ or modifications of existing facilities. Identify anticipated temporary facilities to maintain Plant’s operations during construction o Identify anticipated major shutdowns and work sequence • Special Equipment
o Recommend equipment that the Project would benefit from if pre -selected or sole-sourced and provide the associated justifications. o Identify equipment that has no known equals. Provide the unique details of the equipment.
• Capital Cost and Life Cycle Cost Estimates
o Develop Class 4 capital costs for the complete Headworks Facility Project, including the costs for the following:
 All new equipment, structures, pipelines and ancillary systems  Primary Influent Channel work, inclu ding inlet gates replacement, debris cleanout, and concrete repair and coating.
 Supplemental grit building replacement
 Other existing facilities and ancillary systems identified during the workshop and included in the BoDR.
o Develop a present value for the life cycle costs

Deliverables:
• Wastewater Characterization Field Sampling Plan
• Influent Flow Analysis and Wastewater Grit Characterization Technical Memorandum, draft and final
• Geotechnical Desktop Study (Including a geotechnical Field Investigations Plan), draft and final
• Agenda, materials and minutes for all workshops
• Draft and final versions of each BoDR chapter, with a comment response log • Digital binder of all the final chapters and appendices into a Final Basis of Design Report, including the Executive Summary
• Class 4 Capital and Life Cycle Cost Estimates

Task 3 – Regulatory and Monitoring Support

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Task 3.1 RWQCB Planning
Attend up to three virtual meetings with the San Francisco Bay Area Water Quality Control Board (RWQCB) to present the proposed Project, with a focus on how the construction will be sequenced to facilitate compliance monitoring. Coordinate with the City’s Regulatory Group the scheduling and content for each of the RWQCB meetings. For budgeting purpos es, two (2) CONSULTANT team members will attend each virtual meeting that is anticipated to last a maximum of two (2) hours.

Task 3.2 Collaboration with City’s Regulatory Group and Plant’s SCADA Technologists

Collaborate with the City’s regulatory group and SCADA technologists to plan the following activities:
• Integrating new influent flowmeter(s) signals for temporary bypass system required during construction and permanent flowmeter system into Plant SCADA and Plant information management systems used for regulatory reporting. • Integrating new influent sampling locations used for temporary construction and permanent systems.

Facilitate two (2) virtual workshops to discuss and address the City’s Regulatory Group’s comments. Coordinate with City’s Project Manager on the workshop agenda. Anticipated discussion items include:
• Generator permitting
• Odor control air emission permitting
• Influent flow metering
• Influent sewage sampling
• Septic receiving/monitoring

Deliverables:
• RWQCB meeting minutes
• BAAQMD meeting minutes
• Agenda, materials, and minutes for all workshops/ meetings

II. REIMBURSABLE

See Exhibit C “Compensation” of this Contract.

III. ADDITIONAL SERVICES

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The Consultant shall provide additional services only by advanced, written authorization from the City in accordance with Section 4 of this Contract. The additional services include, but not limited to, the following:

• Additional technical supports associated with unforeseen conditions encountered during construction.
• Additional work related to this Project, as request by the City Project Manager, which is not in Basic Services.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:

2. CONSULTANT NAME:

3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
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.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

EXHIBIT B

SCHEDULE OF PERFORMANCE

CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

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

1. Project Management 16

2. Basis of Design Report 16

3. Regulatory and Monitoring Support 24

4. Contract End Date 100

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: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for S ervices 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 i n this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Project Management)
$158,582
Task 2
(Basis of Design Determination)
$1,241,744
Task 3
(Regulatory and Monitoring Support)
$59,470

Sub-total for Services $1,459,796
Reimbursable Expenses (if any) $20,500
Total for Services and Reimbursable Expenses $1,480,296 Additional Services (if any, per Section 4) $148,030
Maximum Total Compensation $1,628,326

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

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 ordi nary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
travel to the project site from outside of the San Francisco Bay Area and printing of the design document as specified in the Scope of Services up to the not-to-exceed amount of: $20,500.00.

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. To meet CWSRF loan requirements, reimbursement for necessary travel and meal shall be at rates not to exceed those set by the California Department of Human Resources.

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.

C. Printing of the project document as specified in the Scope of Services:
• Final Basis of Design Report - 5 copies

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: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

EXHIBIT C-1

SCHEDULE OF RATES

The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement and its Task Order(s), if any, is set forth below as Exhibit “C -1”, entitled “SCHEDULE OF RATES”. The fee schedules attached hereto in Exhibit C -1 shall apply during the first year of the term of the Agreement . Thereafter, CONTRACTOR’s compensation rates shall be adjusted annually effective on the commencement of the second year, as follows: Each unit price, hourly rates, and fee, as set forth in the attached fee schedule, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland-San Jose area, published by the United States Department of Labor Statistics (CPI), published most immediately preceding the commencement of the applicable contract year, compared with the CPI published for the prior year.

Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding contract year. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY . CONSULTANT’s total markup on work performed by any subconsultant shall not exceed five percent (5%). Direct expenses shall be at cost with no markups.

CONSULTANT’s schedule of rates is shown in the following pages:

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Prime Consultant: Carollo Engineers, Inc.

Engineers/Scientists Hourly Rate
2024 / 2025

Assistant Professional I $173.00 / $182.00
Assistant Professional II 200.00 / 210.00
Assistant Professional III 231.00 / 243.00
Professional 257.00 / 270.00
Project Professional 284.00 / 298.00
Lead Project Professional 310.00 / 326.00
Senior Professional 336.00 / 353.00
Technicians

Assistant Technicians I 160.00 / 168.00
Assistant Technicians II 184.00 / 193.00
Technicians 205.00 / 215.00
Senior Technicians 236.00 / 248.00
Support Staff
Document Processing / Clerical 147.00 / 154.00

Other Direct Expenses
Travel and Subsistence at cost
Mileage At IRS Reimbursement Rate Subconsultant cost + 5%
Expert Witness Rate x 2.0
DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Bay Area Coating Consultants, Inc.

Subconsultant: Callander Associates

2024 2025
Principal $250/hour $260/hour
Senior Associate $227/hour $236/hour
Associate $216/hour $225/hour
Arborist/Construction
Manager
$190/hour $198/hour
Senior Project Manager $196/hour $204/hour
Project Manager 1 $187/hour $195/hour
Project Manager 2 $178/hour $185/hour
Job Captain $164/hour $171/hour
Designer 1 $154/hour $161/hour
Designer 2 $140/hour $146/hour
Assistant Designer $125/hour $130/hour
Accounting $189/hour $197/hour
Senior Project
Administrator
$144/hour $150/hour
Project Administrator $128/hour $134/hour

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Environmental Science Associates (ESA)
I. Personnel Category Rates
Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc.

Time spent on projects in litigation, in depositions and providing expert testimony will be charged at the Category rate times 1.5.

2024 Rates

LABOR

CATEGORY

BILLING
STEP I

BILLING

STEP II

BILLING

STEP III

BILLING

STEP IV

BILLING
STEP V

BILLING

STEP VI
Senior Principal
Consultant

270

302

333

366

397

429
Principal Consultant 218 248 276 305 334 363
Managing
Consultant 195 217 241 264 287 309
Senior Consultant 154 174 196 216 238 258
Associate
Consultant 138 152 165 178 193 205
Consultant 106 119 132 146 159 172
Project Technician 81 105 129 154 177 201
2025 Rates

LABOR

CATEGORY

BILLING
STEP I

BILLING

STEP II

BILLING

STEP III

BILLING

STEP IV

BILLING
STEP V

BILLING

STEP VI
Senior Principal
Consultant

284

317

350

384

417

451
Principal Consultant 229 260 290 320 351 382
Managing
Consultant 204 228 253 277 301 325
Senior Consultant 161 183 206 227 250 271
Associate
Consultant 145 160 174 187 202 216
Consultant 111 125 139 153 167 181
Project Technician 85 110 135 161 186 211

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: EXARO Technologies Corporation

Labor Category 2024 Rate 2025 Rate
Operations Manager $219.30 $225.88
Project Manager $219.30 $225.88
Project Coordinator $130.30 $134.20
Lead Foreman $236.85 $243.95
Foreman $208.46 $214.71
Field Technician $197.40 $203.31
OTHER DIRECT COSTS Daily Unit Rates 2024 Rate 2025 Rate Arrow Board 160.00 165.00
Core Machine Ultimate 550.00 555.00
Electronic Detection Locator 120.00 135.00
Fuel TBD - -
GPR Rebar Scanner / Utility Locator 300.00 320.00
Loader Bobcat 410.00 425.00
Material TBD - -
Mini Excavator 436.00 450.00
Trencher 528.00 550.00
Tripod Rescue 165.00 180.00
Walk Behind Cutting Saw 100.00 120.00
Truck 220.00 240.00
Dump Truck 410.00 430.00
Vacuum Truck 1,100.00 1,200.00
Vacuum Truck with Boom Super Sucker 1,500.00 1,600.00
Permits/Bonds TBD - -
Subsistence / Travel 400.00 500.00
DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Haley & Aldrich

1. Labor related fees will be computed based on personnel billing rates in effect at the time the services are performed. Personnel billing rates are subject to revision on, or about, 1 January and 1 July of each year. The hourly rates are fully inclusive of fringe benefits, burden, and fee. Current rates are provided in the table below.

Classification 2024 2025
Project Support $135 $139
Technician* $135 $139
Project Technician* $146 $151
Senior Technician* $156 $162
Project Controls $178 $184
Staff Professional 1 $188 $195
Staff Professional 2 $198 $205
Project Professional $221 $229
Technical Specialist $233 $241
Project Manager / Senior Technical Specialist $244 $253 Senior Project Manager / Technical Expert $306 $317
Program Manager / Senior Technical Expert $372 $385
Principal $398 $412
Senior Principal $437 $452
*See Note 3.

2. Pre‐trial conferences, depositions, and expert testimony will be billed at one and one‐half (1.5) times the rates quoted above.

3. Rates for technician and inspector work that are subject to State of California prevailing wage laws are for straight time, and reflect wage and benefits scales published by the California Department of Industrial Relations (DIR) for the greater San Francisco Bay Area as of June 1, 2021. Standard overtime and holiday overtime rates are 15% and 30% more than the straight time rates, respectively.

All services subject to prevailing wage laws will be subject to change on a prorated basis to reflect applicable revisions to the DIR’s published wage and benefit scales.

4. Field visits will be billed at 4‐hour minimum; night shifts will be billed at 8‐hour minimum.

Cancellation of scheduled night shift within 24 hours will be charged the full 8 hours.

5. Direct non‐salary expenses will be billed at our cost or as otherwise agreed upon, except for employee vehicle use which will be billed at IRS allowed mileage rates.

6. Subcontractors will be billed at our cost unless otherwise agreed upon.

7. Equipment and laboratory testing will be billed at rates listed in the attached Equipment and Laboratory Rate Schedule, as applicable.

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Haley & Aldrich (Continued)

EQUIPMENT/LABORATORY RATE SCHEDULE
(*Equipment unit prices subject to bi‐annual increases.)

UAS DATA ACQUISITION & PROCESSING Hour Day
UAS Digital Imagery Equipment ‐‐‐ $200
UAS Digital Imagery w/Ground Control
Package (UAS + GNSS) ‐‐‐ $300
UAS Hyperspectral Equipment ‐‐‐ $300
UAS Hyperspectral w/Ground Control
Package (UAS w/HS + GNSS) ‐‐‐ $400
LiDAR SCANNING & PROCESSING Hour Day
LiDAR Scanning Equipment (Terrestrial & Aerial) ‐‐‐ $400 LiDAR Equipment w/Ground Control
Package (LiDAR + GNSS) ‐‐‐ $500
FIELD & LABORATORY TESTING Daily Weekly Monthly
Atterberg Limits – ASTM D 4318 (per test) $211
Compaction Curve, 4” mold – ASTM D 1557 (per

$273
Compaction Curve, 6” mold – ASTM D 1557 (per

$335
Concrete Compressive Strength Testing (per

$42
4‐Point Soil‐Cement Curve + Compressive
Strength Testing – ASTM D 1633 (per test) $650
Moisture Content ‐ ASTM D 2216 (per test) $25
Moisture & Density – ASTM D 4318 (per test $33
Sand Cone Field Density Kit $75 $225 $725
Sieve Analysis with #200 Wash – ASTM D 422 (per

$155
Sieve & Hydrometer – ASTM D 422 (per test) $242
Wash over #200 Sieve – ASTM D 1140 (per test) $77
Double Ring Infiltrometer $250 ‐‐‐ ‐‐‐
Field Supplies $28 $112 $448
Guelph Permeameter $150 ‐‐‐ ‐‐‐
Inclinometer Readings $250 ‐‐‐ ‐‐‐
pH Meter $15 $60 $180
Pile Load Testing (per test) $1,500 ‐‐‐ ‐‐‐
Plate Load Tester (per day) $50 ‐‐‐ ‐‐‐
Pit Box Test (per day) $400 ‐‐‐ ‐‐‐
Slug Test Kit (per day) $350 ‐‐‐ ‐‐‐
Wood Pile Load Testing (per test) $250 ‐‐‐ ‐‐‐

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

EQUIPMENT/LABORATORY RATE SCHEDULE (continued)
AIR MONITORING EQUIPMENT Daily Weekly Monthly
Drager/Rae Sampling Kit (tubes not included) $10 $40 $120 Dust Monitor $100 $400 $1,200
Four‐Gas Meter $43 $172 $516
Photoionization Detector ‐ 10.6 or 11.7 eV $70 $280 $840 Soil Sampling or Tank Pull Equipment Bundle $150 $350 $1,050 Soil Vapor Sampling Bundle $400 $1,400 $2,600
Turbidity Meter $20 $80 $240
YSI Meter with Flow Cell $100 $400 $1,200

WATER LEVEL METERS AND INTERFACE

Daily Weekly Monthly
Barologger $10 $40 $120
Levelogger $25 $100 $300
Oil/Water Interface Probe $50 $200 $600
Water Level Indicator $20 $80 $240
GEOTECHNICAL INSTRUMENTATION Daily Weekly Monthly
Cone Penetrometer $15 $60 $180
Crack Monitors ‐ Electronic Datalogger ‐‐‐ $120 $360
Dynamic Cone Penetrometer $150 ‐‐‐ ‐‐‐
Electronic Readout Box $25 $100 $300
Geokon LC‐2 Single Channel Logger ‐‐‐ $80 $240
Geokon ‐ CR 800 Vibrating Wire Datalogger with

‐‐‐ $100 $300
Geokon GK 401 Vibrating Wire Readout Box $50 $100 $300
In‐Place Inclinometer Rental ‐‐‐ ‐‐‐ $1,250
Modem ‐‐‐ ‐‐‐ $250
Nuclear Density Gauge $100 $300 $900
Power System ‐ Battery $5 $20 $60
Power System ‐ Solar $15 $60 $180
Seismograph ‐ Manual $75 $225 $725
Seismograph ‐ Remote Units $100 $275 $825
Tiltmeter ‐‐‐ $150 $450
Vibration and Sound Monitoring Station $125 $325 $925
VDV Web Service ‐‐‐ ‐‐‐ $200
MISCELLANEOUS Daily Weekly Monthly
Decontamination Kit (each) $50 ‐‐‐ ‐‐‐
Field Truck (including fuel) $95 $380 $1,140
Generator $50 $200 $600
GeoTech Sample Jars 16 oz. (per box) $10 ‐‐‐ ‐‐‐
GNSS Measurement Unit $100
Harness with Restraint Lanyard $40 $160 $480
Motorola CP200d Radio (pair) ‐‐‐ $35 $140

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Haley & Aldrich (Continued)
EQUIPMENT/LABORATORY RATE SCHEDULE (continued)

MISCELLANEOUS (continued) Daily Weekly Monthly
Personal Protective Equipment ‐ Level C (per

$45 ‐‐‐ ‐‐‐
R/V Catalyst ‐ 26 Ft Sampling Vessel $600 ‐‐‐ ‐‐‐
Research Nets $60 ‐‐‐ ‐‐‐
Sampling Tubing (roll) $20 ‐‐‐ ‐‐‐
Saximeter II $35 $140 $420
Sound Level Meter $50 $200 $600
Tool Trailer $300 ‐‐‐ ‐‐‐

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: JDH Corrosion Consultants, Inc.

Personnel Charges 2024 Rate 2025 Rate
Principal Corrosion Engineer $265.00 $276.00
Senior Corrosion Engineer $250.00 $260.00
Corrosion Design Specialist $215.00 $224.00
Corrosion Project Supervisor $205.00 $213.00
Sr. Project Engineer $200.00 $208.00
Project Engineer $190.00 $198.00
Corrosion Technician $175.00 $182.00
Field Technician $155.00 $161.00
Drafting/AutoCad $140.00 $146.00
Word Processing/Computer $120.00 $125.00
Litigation
Depositions & Mediations (4 hour min. charge) $400.00 $416.00 Court Appearance (4 hour min. charge) $550.00 $572.00
Expenses
Subsistence (Room and Meals) Cost
Current IRS Standard Mileage Rate
Cost
Cost
Mileage
Travel (Airfare, etc.)
Reproduction, Outside Testing & Consulting Services

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Jensen Hughes, Inc.

Labor Category 2024
Hourly Rates
2025
Hourly Rates
Technical Fellow Varies Varies
Senior Consultant $285 - $345 $290 - $350
Consultant $215 - $270 $220 - $275
Associate $150 - $200 $155 - $205
Technician / Intern $115 $120
Project Administrator $100 - $130 $105 - $135

Subconsultant: Mizutani Environmental
Hourly Rate
2024 / 2025
Engineering Staff
Courtney Mizutani $245.00 / $257.00

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: MWA Architects, Inc.

Resource Title 2024 Base Bill Rate 2025 Base Bill Rate (+3%) Principal-in-Charge 267.80 275.83
Director 231.75 238.70
Sr. Project Manager 195.70 201.57
Project Manager 175.10 180.35
Senior Project Architect 190.55 196.27
Architect 3 169.95 175.05
Architect 2 149.35 153.83
Architect 1 139.05 143.22
Design Staff 4 164.80 169.74
Design Staff 3 144.20 148.53
Design Staff 2 123.60 127.31
Design Staff 1 113.30 116.70
Senior Interior Designer 154.50 159.14
Interior Designer 139.05 143.22
Graphic Designer 118.45 122.00
Project Accountant 139.05 143.22

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: TJC and Associates, Inc.

Engineer 2024 2025 Administrative 2024 2025 E20 $333.00 $346.00 A20 $215.00 $224.00
E19 $322.00 $335.00 A19 $205.00 $213.00
E18 $312.00 $324.00 A18 $194.00 $202.00
E17 $302.00 $314.00 A17 $184.00 $191.00
E16 $291.00 $303.00 A16 $174.00 $181.00
E15 $281.00 $292.00 A15 $163.00 $170.00
E14 $270.00 $281.00 A14 $153.00 $159.00
E13 $259.00 $269.00 A13 $142.00 $148.00
E12 $245.00 $255.00 A12 $132.00 $137.00
E11 $233.00 $242.00 A11 $121.00 $126.00
E10 $220.00 $229.00 A10 $110.00 $114.00
E9 $208.00 $216.00 A9 $100.00 $104.00
E8 $194.00 $202.00 A8 $89.00 $93.00
E7 $182.00 $189.00 A7 $79.00 $82.00
E6 $170.00 $177.00 A6 $69.00 $72.00
E5 $156.00 $162.00 A5 $58.00 $60.00
E4 $144.00 $150.00 A4 $48.00 $50.00
E3 $131.00 $136.00 A3 $37.00 $38.00
E2 $118.00 $123.00 A2 $27.00 $28.00
E1 $105.00 $109.00 A1 $17.00 $18.00
CAD 2024 2025 Reimbursable Expenses C10 $203.00 $211.00 Auto Mileage Standard set by IRS
C9 $189.00 $197.00
C8 $177.00 $184.00
C7 $164.00 $171.00
C6 $152.00 $158.00
C5 $139.00 $145.00
C4 $126.00 $131.00
C3 $113.00 $118.00
C2 $101.00 $105.00
C1 $88.00 $92.00

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Towill, Inc.

LAND SURVEY SERVICES FEE SCHEDULE
Labor Description 2024 Hourly Rate

Per Court Appearance
(Minimum)..................................................................................................$2,884.00

Prevailing Wage Rates by Field Survey Personnel Classifications Party Chief ......................................................................................................................................$ 170.00 Chain Person ..................................................................................................................................$ 155.00 Apprentice ......................................................................................................................................$

Notes:
137.00
• Field survey personnel and crews are billed at a minimum of 8 hours per day only. • Field survey rates are inclusive of one survey vehicle, vehicle mileage up to 50 miles from the home office, conventional and GPS survey equipment, and standard safety equipment.

SPECIAL LABOR RATES
Labor Description Hourly
Rate
Hazmat Crew Supplement ...................................... Field Personnel Rate plus $10.00 per Person per Hour
Night Shift Work ....................................................... Field Personnel Rate plus 12.5% per Person per Hour

AUTHORIZED OVERTIME LABOR RATES
Labor Description Hourly
Rate
Saturdays and in Excess of 8 Hours on Weekdays .................................................... 1.5 times Regular Rate Sundays and Holidays ............................................................................................... 2.0 times Regular Rate Principal Land Surveyor / Geomatics Principal Manager.................................................................$ 263.00 Senior Land Surveyor / Senior Project Manager..............................................................................$ 242.00 Survey Project Manager..................................................................................................................$ 211.00 Project Surveyor .............................................................................................................................$ 182.00 Associate Surveyor .........................................................................................................................$ 168.00 Survey Technician (Office) ...............................................................................................................$ 139.00 CADD Technician .............................................................................................................................$ 113.00 Project Coordinator ........................................................................................................................$ 106.00 Project Assistant .............................................................................................................................$ 82.00 Expert Witness ................................................................................................................................$ 412.00

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

PHOTOGRAMMETRY / AIRBORNE LIDAR / GIS SERVICES FEE SCHEDULE LABOR DESCRIPTION 2024 HOURLY
RATE

EQUIPMENT AND OTHER DIRECT COSTS
LABOR DESCRIPTION 2024 RATE
Airborne LiDAR Sensor…………………………………………………………………………….…………..Quote Provided per Project
Digital Aerial Photography Camera…………………………………………………………………………….…Quote Provided per Project
Small Unmanned Aircraft Systems …………………………………………………..…………………………Quote Provided per Project
Specialty Remote Sensing Equipment…………………………………………………………………………...Quote Provided per Project

Geomatics Principal Manager ................................................................................................... $ 263.00 Geomatics Project Manager ..................................................................................................... $ 211.00 Geomatics Specialist ……………………………………………………………………………………………………………. $ 180.00 Senior Geomatics Analyst ......................................................................................................... $ 160.00 Geomatics Analyst ..................................................................................................................... $ 129.00 Geomatics Technician ............................................................................................................... $ 113.00 Project Safety ………………………………………………………………………………………………………………………. $ 129.00 Project Coordinator ................................................................................................................... $ 98.00 Project Assistant ........................................................................................................................ $ 77.00

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

Subconsultant: Wilson Ihrig
2024 2025*
Senior Principal/Engineer $ 320 $ 330
Principal $ 293 $ 302
Associate Principal $ 248 $ 255
Senior Consultant $ 206 $ 212
Associate $ 175 $ 180
Assistant $ 150 $ 155
Technician $ 120 $ 124
CAD Operator $ 105 $ 108
Project Assistant $ 94 $ 97
Dollar amounts listed are on a per hour basis.
*based on an annual escalation of 3%:

Measurement Equipment and Use of Wilson Ihrig Developed Software The professional fees for Wilson Ihrig staff include the use of Wilson Ihrig-owned instrumentation and software. Where special instrumentation must be rented for a project, then the rental charge is considered a direct expense.

DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

Rev. Dec.15, 2020

EXHIBIT D

INSURANCE REQUIREMENTS

CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE

CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY

STATUTORY

STATUTORY

STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $2,000,000
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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. INSURANCE COVERAGE MUST INCLUDE:

A. FOR GENERAL LIABILITY AND AUTOMOBILE LIABILITY, A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE TO THE FOLLOWING: [email protected]

III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:

A. PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,

INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR

CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE P ERSON, FIRM, OR CORPORATION AS INSUREDS UNDER

THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE

INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE

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

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON

OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS:

[email protected]

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EXHIBIT E

DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS

This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors , if a ny, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 ( Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.

CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
This Project is subject to compliance monitoring and enforcement by DIR . All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR . No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR . Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time.

CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation.

CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).

CITY requires CONSULTANT and its listed subcont ractors to comply with the requirements of Labor Code Section 1776, including but not limited to:

Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project.

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The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.

At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY P roject Manager within ten (10) days of receipt of CITY’s request.

CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project.

If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.

Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records.

Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY , $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereo f, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815.

CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (L abor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers ’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).

CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.

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EXHIBIT F
CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS

The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 related to the Services performed under this Agreement.

1. Claim Definition. “Claim” means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:

(A) A time extension, including, without limita tion, for relief from damages or penalties for delay assessed by the City.
(B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled.
(C) Payment of an amount that is disputed by the City.

2. Claim Process.

(A) Timing . Any Claim must be submitted to City in compliance with the requirements of this Exhibit no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived.

(B) Submission. The Claim must be submitt ed to City in writing, clearly identified as a “Claim” submitted pursuant to this Exhibit, and must include reasonable documentation substantiating the Claim.

The Claim must clearly identify and describe the dispute, including relevant references to appli cable portions of the Agreement, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost. Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts.

(C) Review . Upon receipt of a Claim in compliance with this Exhibit, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2.

(D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

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(E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply.

3. Disputed Claims

(A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Exhi bit within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement.

(B) Mediation. Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If me diation is unsuccessful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws.

(i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation.

Any mediation utilized shall conform to the timeframes in this section.

(ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.

4. City’s Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Exhibit or to otherwise meet the time requirements of this Exhibit shall result in the Claim being deemed r ejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Exhibit, shall not constitute an adverse finding with regard to the merits of the C laim or the responsibility or qualifications of the Contractor.

5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum.

6. Approved Subcontractor Claims . If an approved subcontrac tor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor m ay request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or DocuSign Envelope ID: ACBEADD7-93A4-4809-9985-4D41F46BA84B

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by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.

7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code Secti on 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applica ble; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.

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