Palo Alto City Council
October 28, 2024

Professional Services
Rev. Jan 29, 2024

CITY OF PALO ALTO CONTRACT NO. C25190936

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND WRA, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 7th day of October, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WRA, INC. , a corporation, located at 2169 Francisco Blvd., Suite G, San Rafael, CA 94901 (“CONSULTANT”).

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

RECITALS

A. CITY intends to plan and monitor restoration of the Arastradero Creek (the “Project”) and desires to engage a consultant to evaluate the Arastradero Creek tributary and complete a design, with approval from the jurisdictional permitting agencies, to address the source of a six-foot head cut and protect critical water, gas, and wastewater utility pipelines crossing the Arastradero Creek in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)

CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).

CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.

Each Task Order shall contain a specific scope of s ervices, schedule of performance and Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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maximum compensation amount, in accordance with the provisions of this Agreement.

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through October 6, 2027 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.

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 Seven Hundred Eleven Thousand Two Hundred Dollars ($711,200.00). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Ninety-Seven Thousand Six Hundred Six Dollars ($197,606.00) 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 Eight Hundred Fifty - Eight Thousand Eight Hundred Six Dollars ($908,806.00), as detailed in Exhibit C.

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

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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 A greement s hall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH L AWS. 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 u nder this Agreement , as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

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

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall su bmit 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, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.

Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:

1. Crawford & Associates, Inc.: Geotechnical services for soil borings and evaluations.

2. Hogan Land Services: Topographic survey and subsurface utility locate for Data Collection

3. Tom Origer & Associates: Cultural resources analysis in support of CEQA compliance and regulatory permitting.

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Andrew Smith, PE, Telephone: 408-499-9479, 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. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Aaron Perkins, Utilities Department, WGW Division, 1007 Elwell Ct., Palo Alto, CA , 94301, Telephone: 650-566-4521, 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.

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SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the 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.

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.

16.2. Notwithstanding the above, nothing in this Section 1 6 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.

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

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

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

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

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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.

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21.2. CONSULTANT further covenants that, in the performance of thi s Agreement, it will not employ subcontractors or other persons or parties having such an interest.

CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregna ncy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) 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 Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection 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 CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California De partment of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq. ), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.) , as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E , entitled “ DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.

CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.

Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

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

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 t hird 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 Munic ipal 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 t he 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 Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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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.

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS

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

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CONTRACT NO. C25190936 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

WRA, INC.

By:__________________________________

Name:_______________________________

Title:________________________________

By:__________________________________

Name:_______________________________

Title:________________________________

Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F President
Geoff Smick
Secretary
Kirk Uhrlaub

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EXHIBIT A

SCOPE OF SERVICES

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

CONSULTANT will provide:

Task 1 – Data Collection

Subtask 1.1 Background Information
CONSULTANT will gather available background data to inform the permanent restoration of the Arastradero Creek. As part of this effort, CONSULTANT will review all documents developed in 2023 as part of the emergency effort. Documents include The Basis of Design Memorandum (WRA 2023), the General Certification issued by the Water Board, and the USACE’s Regional General Permit, including comments received from CDFW. In addition, CONSULTANT will gather and review available background information as provided by the City and other subconsultants (i.e., geotechnical, survey, and cultural resources). CONSULTANT will assess all pertinent data to confirm the cause(s) of channel instability including hydrological changes, tributary culvert and upstream influences (e.g., upstream pond), hydrological changes and fluctuating lake levels, and identify any sensitive habitats or species the stabilizations may impact. A site assessment, described in Task 4, will be used to validate desktop findings.

Subtask 1.2 Hydrological Monitoring
CONSULTANT will identify key hydrological parameters to monitor, select appropriate monitoring methods and equipment, determine the frequency and duration of monitoring activities, collect and analyze hydrological data, and collaborate with the stakeholders to ensure that monitoring efforts align with the project goals and regulatory requirements. As part of this subtask, CONSULTANT will collect the data from data loggers that were installed as part of the 2023 Temporary Creek Stabilization Project. The data will be presented in narrative and graphical format in the Basis of Design (BoD).

Subtask 1.3: Topography
CONSULTANT team will work closely with the stakeholders designated by CITY to collect additional topographic data necessary for the overall stabilization design plan.

CONSULTANT will gather topographic survey data to supplement existing LiDAR data and develop a digital elevation model (DEM) suitable for design. CONSULTANT may direct subconsultant, Hogan Land Services, Inc. (Hogan) to perform this work.

The DEM will reflect current site conditions and will be used to identify any terrain adjustments occurring since the LiDAR data was collected. Additionally, key Project elements will be surveyed, i.e. exposed infrastructure, tributary culvert inverts, road surface and dam features.

CONSULTANT will conduct a site visit during the survey to ensure all appropriate data is collected and to assess the site for any additional changes since the 2023 temporary project was Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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completed.

Subtask 1.4: Hydrologic and Hydraulic (H&H) Modeling
CONSULTANT will gather and analyze the creek’s hydrological characteristics and hydraulic behavior. CONSULTANT will use the gathered data gathered to develop a hydraulic model that shows how water moves through the creek under different conditions. CONSULTANT’s model will help propose stabilization measures for the design through the creek’s flow pattern and bank stability.

CONSULTANT will use a range of design flow rates to evaluate hydraulic conditions for compliance with acceptable criteria. CONSULTANT will consider a range of flows that includes base flow up to the 100-year return interval runoff.

To validate hydrology estimates, CONSULTANT will utilize data retrieved from water data loggers installed along Arastradero Creek in 2023 (described in Subtask 1.2). CONSULTANT will compare this data to the updated survey, rainfall, and hydraulic conditions to calibrate our models. CONSULTANT will also validate bankfull discharge estimates by assessing stable reaches of Arastradero Creek upstream of the Project area.

Subtask 1.5: Subsurface Utility Locates
CONSULTANT will identify and survey the vertical and horizontal location of all pertinent utility lines within, and/or adjacent to, anticipated area(s) of disturbance near the temporary repair and the erosion at the road culvert. CONSULTANT's surveyors will collaborate with CONSULTANT's local technicians to collect survey data at pertinent utility locations.

CONSULTANT will use this data to illustrate exact utility locations in the plan and profile sheets of the plan set.

Subtask 1.6 Tree Survey
Part of the background data collection needed is a survey of the existing riparian trees in the Project area, which CONSULTANT will perform. The extent of the survey would include all trees over 4” diameter at breast (dbh) height with canopies that overlap the work area (which includes where any earthwork, access, or staging could occur). CONSULTANT will collect data to understand site constraints from an access and restoration design perspective, and to understand what tree impacts may be for the regulatory agency permits. To conduct this task, CONSULTANT will ensure that all trees that meet the survey criteria will be identified to species, tagged with an aluminum tree tag with a unique identification number, and mapped using high-grade GPS so they can be plotted on the design drawings. CONSULTANT will collect additional information about the tree’s dbh, height, canopy width, and general health.

CONSULTANT has certified arborists that will complete this task.

Subtask 1.7: Geotechnical Borings
CONSULTANT may direct subconsultant, Crawford and Associates (Crawford), to perform the following work.

Creek Restoration
As part of the data gathering process, CONSULTANT will visit the site to make a geologic reconnaissance of the creek banks. The geologic reconnaissance will be about 1,400 linear feet Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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and will begin slightly upstream of the temporary creek restoration and continue to Lake Arastradero. As part of the data collection, Crawford will observe and visually classify the soils exposed within the creek banks, observe slope stability of existing creek banks and collect about four grab samples within the creek for gradation analysis following ASTM D6913. (about every 300 to 500 ft). CONSULTANT will also collect two grab samples at the identified potential borrow locations for gradation analysis. The gradation analysis is limited in the size of material and may not be fully representative if large granular materials are present.

CONSULTANT will also complete two hand auger borings to a maximum depth of 5 ft (or until hand auger refusal) to classify potential borrow material within the flood plains.

CONSULTANT will collect soils data following the 30% design milestone to inform the 60% design. CONSULTANT will visit the site and mark boring location for USA north 811, coordinate the drilling, and obtain the required County boring permit. CONSULTANT will drill up to two exploratory borings to depths of up to 20 feet near proposed grade control structures.

CONSULTANT will drive Standard Penetration Test and modified California samples to obtain sample and blow count information. Unless otherwise directed by CITY, CONSULTANT will use a small, limited access track rig for borings.

Trail Roadway Rehabilitation
CONSULTANT will ensure subconsultant will complete the following to support the trail rehabilitation. CONSULTANT will review the failure site and complete one additional boring to a depth of 15 to 20 ft. CONSULTANT will direct an engineer/geologist to direct the sampling and log the boring, which will be sampled at 2.5 ft intervals in the upper 10 feet and at 5-foot intervals thereafter. CONSULTANT will drive Standard Penetration Test and modified California samples to obtain samples and blow count information. CONSULTANT will probe around the failure and at the bottom of creek to help determine the depth of disturbed material and correlate near-surface soils. CONSULTANT will complete laboratory testing on the samples collected consistent with Subtask 1.8. If access is unavailable due to conflict with existing utilities, CONSULTANT will instead complete two Dynamic Cone Penetrometers.

Subtask 1.7a Geotechnical Borings (Add-Alternate Item)
At CITY’s request via Task Order, CONSULTANT will complete an additional boring of up to 40 ft near the location of the exiting utilities. This boring location will be used to inform implementation of Option 2: Lowering utility pipelines below the predicted equilibrium slope of the head cut.

Subtask 1.8 Geotechnical Evaluation
CONSULTANT will provide geotechnical engineering services to inform the design and construction of the channel improvements. CONSULTANT will conduct laboratory testing on recovered samples obtained as part of the data gathering effort to classify the subsurface soils and to develop the geotechnical engineering design criteria, including analytical testing.

CONSULTANT’s laboratory testing will include moisture content and unit weight, sieve analysis, hydrometer and plasticity index. The exact type and quantity of the testing will be established when the field exploration is complete and subsurface samples are obtained.

CONSULTANT’s tests will adhere to recognized industry standards.

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CONSULTANT will develop a preliminary geotechnical memorandum to support the 30% design. CONSULTANT's preliminary memorandum will include the following: characterizing existing soils, estimating compaction/shrinkage percentages for cut and fill estimates, identifying soil strata and water table depths, and anticipated stable slope conditions.

For the 60% design, CONSULTANT will complete an engineering analysis. CONSULTANT will provide geotechnical considerations for cause(s) of failure and potential for future slope movement, slope mitigation recommendations, and construction considerations for the roadway repair. CONSULTANT will include the boring(s), laboratory results, and recommendations with the draft geotechnical memorandum developed with the 60% design. CONSULTANT’s draft geotechnical memorandum will address the following:
• Project description, scope of work, site description
• Subsurface exploration
• Soil and groundwater conditions
• Field and laboratory testing
• Site geology and seismicity summary
• Geotechnical recommendations for bank stability at the grade control locations • Location map, boring logs, and laboratory test results Following input from regulatory agencies and the CITY, CONSULTANT will finalize the geotechnical memorandum to coincide with the 100% design.

Subtask 1.9: Biological Resources Assessment and Wetland Delineation CONSULTANT will produce a formal Biological Resources Technical Report (BRTR) to support the CEQA process and formal regulatory permitting. CONSULTANT biologists will conduct a site visit to assess for the potential of special status species to occur. CONSULTANT will also map any sensitive habitats such as creeks, wetlands, riparian habitat, and the lake.

CONSULTANT will prepare the BRTR will be prepared to address all CEQA biological requirements. In addition, CONSULTANT will prepare a wetland delineation map and associated memo for Army Corps verification. CONSULTANT will provide draft reports to the CITY for one round of review. CONSULTANT will finalize draft reports based on CITY’s review.

Subtask 1.10: Cultural Resources Assessment
CONSULTANT will complete of a review of the potential for cultural resources, as required by CEQA and the Army Corps permitting process as part of the project entitlement process.

CONSULTANT may direct subconsultant, Thomas Origer Associates, to conduct the review of the cultural resources database to determine if any recorded sites are known from the area.

CONSULTANT will then conduct a pedestrian survey of the site to assess the Project area.

CONSULTANT will provide a report summarizing the findings from the database inquiry and site visit. If any sensitive cultural resources are found, CONSULTANT will provide suggested mitigation measures to support project implementation in a responsible manner.

Optional Subtask 1.11: Vegetation Clearing (Add-Alternate Item) At CITY’s request via Task Order, CONSULTANT will clear poison oak and other overgrowth Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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prior to survey and site assessment to permit ease of access.

Task 1 Deliverables:
• Hydrological Monitoring Data
• Existing Conditions Topographic Map in CAD
• Horizontal and vertical location of utility lines along road at bank erosion location and creek crossing integrated into CAD basemap
• Location of Protected (City of Palo Alto) and Riparian (CDFW) trees regulated in the project area
• Biological Resources Technical Report and Map of Jurisdictional Waters of the U.S. and State
• Cultural Resources Report

Task 2: Design

Subtask 2.1: 30% Design Stage
CONSULTANT will develop the preliminary Basis of Design (BoD) report outlining the project’s scope, objectives, and preliminary design plan. The hydrologic, hydraulic and geotechnical analyses will be included with the BoD. CONSULTANT will develop a 30% design plan set including the following sheets:

• Title
• General Notes
• Existing Conditions
• Construction Access and Staging
• Plan and Profile
• Cross Sections
• Revegetation Plan & Palette (per Task 4)
• Details

CONSULTANT will develop an opinion of probable construction cost (OPCC) consistent with the Association for Advancement of Cost Engineering International (AACE) Class 3 Estimate characteristics for the 30% design.

CONSULTANT will reference City of Palo Alto Standard Specifications to compile technical specifications. CONSULTANT will identify anticipated modifications to the standard specifications due to unique design elements for the 30% design.

Where feasible, CONSULTANT will incorporate elements of the temporary project (e.g. boulder and cobble) into the permanent design. CONSULTANT will address removal of material deemed inappropriate for reuse from the temporary project in the 30% BoD.

CONSULTANT will submit these documents and drawings to the City for review.

CONSULTANT will revise the BoD and drawings according to CITY’s comments and feedback.

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CONSULTANT will conduct at least one set of revisions from the City before submitting to the regulatory agencies for review. CONSULTANT will facilitate coordination meetings with the City and permitting agencies for feedback on the design.

Subtask 2.2: 60% Design Stage
Building upon the 30% drawings and BoD, CONSULTANT will further refine BoD and Plan, Specifications, and OPCC. CONSULTANT will then submit draft versions of these documents to the City for review. CONSULTANT will conduct at least one round of revisions with the City before submitting the documents to the permitting agencies. CONSULTANT will make revisions to address feedback from the regulatory agencies. CONSULTANT will facilitate coordination meetings with the City and permitting agencies for feedback on the design.

CONSULTANT will develop an OPCC consistent with the AACE Class 2 Estimate characteristics for the 60% design. CONSULTANT will compile a complete set of standard specifications, including descriptions of any necessary variances required for unique design elements.

Subtask 2.3: 90% Design Stage
CONSULTANT will finalize the BoD, plans, specifications and OPCC, incorporating all City and permitting agency feedback and comments. CONSULTANT will submit the final draft documents to the City for review. CONSULTANT will conduct at least one round of revisions with the City before submitting the documents to the permitting agencies. CONSULTANT will then submit the documents to the permitting agencies to ensure all comments have been addressed and the design meets all the requirements. CONSULTANT will facilitate coordination meetings with the City and permitting agencies for feedback on the design.

CONSULTANT will develop an OPCC consistent with the AACE Class 1 Estimate characteristics for the 90% design. CONSULTANT will modify the 60% specifications as needed to develop 90% specifications.

Subtask 2.4: 100% Design Stage
CONSULTANT will develop and submit the final, approved BoD, Plans, Specifications and OPCC to the City and permitting agency for approval. The City and permitting agency will review the documents one final time to ensure all requirements have been met and the design is ready to go out on bid and implementation. CONSULTANT will facilitate coordination meetings with the City and permitting agencies for feedback on the design.

CONSULTANT will develop an OPCC consistent with the AACE Class 1 Estimate characteristics for the 100% design. CONSULTANT will modify the 90% specifications as needed to develop the 100% specifications.

Subtask 2.5 Alternatives Evaluation
CONSULTANT will prepare an analysis of conceptual alternatives for design options in the Project area in a collaborative process with the City. This includes a comparison of the options discussed in the Regional Board permit and evaluating a range of criteria such as cost, safety, and operation & maintenance.

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CONSULTANT will develop a scope of work according to permit requirements and CITY direction and corresponding professional services (e.g. design support, permitting, construction services support, revegetation plant plan, post construction monitoring support) fee estimate for delivering the utility relocation project. CONSULTANT will develop an OPCC consistent with the AACE Class 4 Estimate characteristics for each of the alternatives provided by the Water Board. CONSULTANT will develop an Alternatives Evaluation memorandum that will include the recommendation of a preferred design concept to carry in to the preliminary 30% design.

Task 2 Deliverables:
• Alternatives Evaluation Memorandum
• 30% Design Plan Set, OPCC, and BoD Memorandum
• 60% Design Plan Set, OPCC, and BoD Memorandum
• 90% Design Plan Set, OPCC, and BoD Memorandum
• 100% Design Plan Set, OPCC, and BoD Memorandum

Task 3: Permitting
CONSULTANT will identify the requirements of all relevant permitting agencies during the 30%, 60%, 90%, and 100% design stage. CONSULTANT will prepare and submit thorough application packages that address the agencies’ requirements. CONSULTANT will engage with the agencies throughout the application review process. The permitting agencies include, but may not be limited to:

A. California Department of Fish and Wildlife (CDFW)
B. U.S. Army Corps of Engineers (USACE)
C. San Francisco Regional Water Quality Control Board (SFRWQCB) D. California Environmental Quality Act (CEQA) / Initial Study Negative Declaration (ISND)
It is possible that a Biological Opinion from the U.S. Fish and Wildlife Service (USFWS) for Section 7 Endangered Species Act (ESA) Consultation will be required. This is discussed in Subtask 3.1.

The long-term channel stabilization project can be planned and designed from the outset as a multi-benefit project, maximizing ecological improvement that results in a stable channel and grade, restored native riparian habitat, and long-term protection of the existing utility lines as key outcomes. With project goals including native riparian and wetland habitat restoration, and restored channel function for long-term habitat gains, this design can be the basis for pre- application discussions with agency staff from USACE, CDFW, SFBRWQCB and USFWS on the applicability of programmatic permitting. Potential programmatic pathways, if supported by each agency, include the California Endangered Species Act Restoration Management Permit (RMP) for San Francisco garter snake, RWQCB 401 Statewide Restoration General Order (SRGO) and Programmatic Environmental Impact Report (PEIR), and USFWS Statewide Programmatic Biological Opinion for California red-legged frog and San Francisco garter snake.

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If the agencies determine that the project’s stream stabilization and utility line protection goals are not consistent with programmatic restoration permits and approvals, CONSULTANT will prepare and submit standard permit applications that meet all regulatory requirements for approval by the regulatory agencies.

These standard permits from the regulatory agencies include a Section 404 Nationwide Permit from the USACE, a 401 Water Quality Certification from the SFRWQCB, and a 1602 Lake or Streambed Alteration Agreement from the CDFW (in addition to the potential Biological Opinion from the USFWS). CEQA in the form of an Initial Study/Mitigation Negative Declaration will also be required.

CONSULTANT will act as the City’s Agent for the permitting process, complete all draft permit applications, provide to the City for one round of review, and then submit the applications and any additional required information as needed to the respective agencies. CONSULTANT will schedule and lead a pre-application meeting with the agencies if required and follow up with the agencies regularly to ensure the project is adhering to the schedule. If any additional information is requested by the agencies, CONSULTANT will work with the City to provide that.

Similarly, CONSULTANT has recently successfully utilized the CEQA Statutory Exemption for Restoration Projects (SERP) available from CDFW to streamline the environmental review process. As the project description is developed and refined, CONSULTANT proposes to explore the potential applicability of the SERP to the project in consultation with CDFW’s Cutting Green Tape team. If SERP is viewed as a viable alternative to standard CEQA review, CONSULTANT would propose preparing the required documentation to support CDFW concurrence. If it is concluded that the utility line protection aspect of the project disqualifies it from SERP, CONSULTANT staff is highly experienced at preparing CEQA documents and proposes preparing an Initial Study/Mitigated Negative Declaration (IS/MND) for the project consisting of the following components:

• A CEQA-level description of the project
• Administrative draft IS/MND
• Screencheck IS/MND
• Published IS/MND for 30-day review accompanied by the CEQA Notice of Intent • Mitigation Monitoring and Reporting Program
• Final IS/MND consisting of revisions and responses to comments on the public draft IS/MND
• CEQA Notice of Determination
The IS/MND will incorporate information from the cultural resources study, hydrology and hydraulics report, biological resources assessment, and other technical supporting material as appropriate. The IS/MND should be prepared once the project description is largely complete and stable, usually at the 60% design stage (although potentially earlier). It is assumed that the City will be the Lead Agency and that both CDFW and the RWQCB will serve as Responsible Agencies.

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Upon receiving permit approvals, CONSULTANT will update the project Mitigation Monitoring and Reporting Plan to ensure the Project’s compliance with all the permit conditions.

CONSULTANT will use our internal project management software to monitor the permit’s status and ensure the project is on schedule. The design and construction management team will also stay in coordination with the permitting staff during project implementation to determine if there are permit amendments required if any meaningful changes to the design or implementation are needed.

Subtask 3.1: USFWS Section 7 Biological Opinion (Add-Alternate Item) California red-legged frog, a federally listed species, is known from Matadero Creek, which Arastradero Creek is tributary to, less than 2 miles downstream of the Project. Arastradero Lake also provides suitable breeding habitat for the species. In addition, San Francisco Garter Snake, another federally listed species, is known from the region, and the lake also supports habitat for it. And finally, western pond turtle was recently proposed for listing as threatened under the federal ESA. There is a high likelihood it will be formally listed prior to the project going to construction, and it has a high likelihood of occurring in Arastradero Lake. Because of the potential for presence of these species, CONSULTANT feels it is likely that the Corps of Engineers will initiate Section 7 Consultation with the USFWS. CONSULTANT will develop a Biological Opinion as part of this task if required.

Task 3 Deliverables:
• CDFW permit application package and permit
• USACE permit application package and permit
• SFRWQCB permit application package and permit
• Draft and Final Initial Study/Mitigated Negative Declaration

Task 4: Revegetation Plant Plan
CONSULTANT landscape architect and biologist will conduct a site assessment to evaluate current conditions and collect any necessary data to support the revegetation plant plan. We will collect data on existing vegetation, including native and invasive, non-native plants, and gather other relevant data on hydrology and soils as needed. We will also characterize the organization of existing riparian vegetation with respect to the channel cross section and aspect. The revegetation plant plan will include planting and erosion control plans and specifications, and the intention of the plans are to effectively stabilize the soil, prevent erosion, improve water quality, and enhance habitat for wildlife. The plant plan will consist of the proposed planting areas along the creek banks and surrounding areas, typical planting layouts, planting details, and a plant palette composed of species reflective of the native plant communities ecologically appropriate to the site. The erosion control plans will include seeding areas and erosion control measures as required for disturbed areas. CONSULTANT will develop a seed mix list that will be reviewed by GrassRoots Ecology. The planting plan and erosion control plan will be prepared at the 30%, 60%, 90%, and 100% design stages as described in Task 2.

Optional Subtask 4.1: Temporary Irrigation Plan (Add-Alternate Item) A plan will be prepared for a temporary irrigation system to provide supplemental water to the plantings during the establishment period. We will work with the City to determine the location of the point of connection for irrigation water. The water main is unavailable near the site. We Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

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will assess the existing pump station as a potential water source and we will identify alternative water sources, such as the use of a water buffalo or water tank. CONSULTANT may refine the scope and cost of this task with the City once we better understand the best option for providing water to the plants.

Task 4 Deliverables:
• 30% Revegetation and Erosion Control Plan
• 60% Revegetation and Erosion Control Plan
• 90% Revegetation and Erosion Control Plan
• 100% Revegetation and Erosion Control Plan
• Temporary Irrigation Plan (as requested by City)

Task 5: Monitoring and Construction Management Support
Once the project is bid and awarded to a Contractor, CONSULTANT will provide construction management support for the City throughout the entire construction phase.

CONSULTANT staff regularly provide construction field services and construction management support to ensure implementation meets design intent and to make timely decisions when unanticipated changes are needed to keep construction moving. At CITY’s direction CONSULTANT will offer construction management support services including:

• Supporting bid preparation and solicitation process;
• Conduct the preconstruction meeting;
• Support bid evaluation; Provide estimating progress and quantities; • Review payment applications;
• Conduct a substantial completion walkthrough and punchlist; and • Develop as-built record drawings.

CONSULTANT will include biological compliance monitoring of the Project and provide post- construction monitoring as required by the permitting agencies. Compliance monitoring would include pre-construction surveys for sensitive wildlife species. One, dusky-footed woodrat, is known to nest in the riparian area along the creek but several others have potential to occur. In addition, the regulatory permits will likely require that an approved biologist be present to observe construction during vegetation clearing and potential during in-channel work. The final scope of what will be required and the level of credentials that would be required won’t be known until the final permits are issued. For costing purposes, we are assuming that fourteen days of compliance monitoring will be required.

CONSULTANT will also conduct post-construction monitoring and reporting. The regulatory permits will have success criteria and reporting requirements for the restoration project. These will likely include channel geomorphic stability and vegetation success criteria plus annual reporting. CONSULTANT will conduct monitoring for two years following construction to assess the effectiveness of the restoration. Channel stability monitoring will be conducted at least once annually by a geomorphologist or engineer. If large storm events occur during the monitoring period (i.e., > 20-year rainfall event), additional site visits will occur to assess the stability of the channel. In addition, an ecologist will conduct site visits to monitor the Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

establishment and growth of the restoration plantings and note the presence of any weeds that may need management. An annual report will be prepared with the requirements of the permits, the results of the monitoring, and any recommendations for remedial actions. CONSULTANT will submit a draft report to the City for one round of comments before submitting it to the regulatory agencies.

Task 5 Deliverables: Construction Bid Schedule
• Weekly construction observation reports
• As-built record drawings
• Post construction monitoring annual report(s)

Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

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 Days/Weeks (as specified below)
from NTP

1. Task 1 (Data Collection) 100 Working Days

2. Task 2 (Design) 300 Working Days

3. Task 3 (Permitting) 300 Working Days

4. Task 4 (Revegetation Plant Plan) 220 Working Days

5. Task 5 (Monitoring and Construction Management Support) 11/18/2024 – 10/15/2028

"Working Day" is defined as a non-holiday Monday - Friday

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: DCF713E5-48EE-4F9C-9680-FB693950B96F P
rofessional Services
Rev. Jan 29, 2024

EXHIBIT C

COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as E xhibit C-1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all Services , any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this /these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $203,636.00
(Data Collection)
Task 2 $129,276.00
(Design)
Task 3 $100,349.00
(Permitting)
Task 4 $ 35,336.00
(Revegetation Plant Plan)
Task 5 $242,603.00
(Monitoring and Construction Management Support)
Sub-total for Services $711,200.00
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $711,200.00 Additional Services (if any, per Section 4) $197,606.00 Maximum Total Compensation $908,806.00
Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

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

A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.

B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.

All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.

Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

EXHIBIT C-1

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

RATE SCHEDULE Effective: January 1, 2024
Director/Principal $301
Senior Associate $262
Associate $221
Senior Scientist $201
Scientist $184
Senior Technician $165
Technician $136

Landscape Design
Senior Restoration Designer $278
Sr Associate Landscape Architect $262
Associate Landscape Architect $221
Landscape Architect $201
Landscape Designer III $184
Landscape Designer II $165
Landscape Designer I $144

Environmental Planning
Senior Environmental Planner $278
Senior Public Access Planner $278
Sr Associate Environmental Planner $262
Associate Environmental Planner $221
Environmental Planner II $201
Environmental Planner I $184
Assistant Environmental Planner II $165
Assistant Environmental Planner $144

Conservation Strategies
Conservation Strategies Sr Project Mgr $278
Conservation Strategies Sr Associate $262
Conservation Strategies Associate $236
Conservation Strategies Sr Scientist $204
Conservation Strategies Scientist $189
Conservation Strategies Sr Technician $173
Conservation Strategies Technician $151

Rates shown are per hour and subject to an
annual adjustment each January 1st.

Necessary project expenses and subconsultants
are billed at cost plus ten percent.

Engineering
Senior Engineer $278
Sr Associate Engineer $270
Associate Engineer $236
Engineer II / Geomorphologist II $210
Engineer I / Geomorphologist I $189
Assistant Engineer II $173
Assistant Engineer $151

GIS Mapping & Analysis
GIS Manager $262
GIS Professional II $210
GIS Professional $184
GIS Sr Technician $165
GIS Technician $144

Field Specialists
Senior Field Technician $184
Field Technician $144
Junior Field Technician $119
Compliance Monitoring (OT = Rate x 1.5)
Senior Project Biologist $129
Project Biologist $108

Grant Cultivation & Administration
Community Resilience Team $90-194

Clerical Support $96
Expert Witness Rate x 1.5
Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST

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

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

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [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 Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F

Professional Services
Rev. Jan 29, 2024

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

B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

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

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

[email protected]

Docusign Envelope ID: DCF713E5-48EE-4F9C-9680-FB693950B96F