Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. C22182372
BETWEEN THE CITY OF PALO ALTO AND
CSWST2
This Amendment No. 1 (this “Amendment”) to Contract No. C22182372 (the “Contract” as defined below) is entered into as of November 18, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CSWST2, a California corporation , located at 504 Redwood Boulevard Suite 310 Novato, CA 4947 (“Consultant”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of repurposing University Avenue to facilitate people -centric activities and community programming and developing a preferred concept through a community outreach process for the University Avenue Streetscape project (PE-21004), as detailed therein.
B. The Parties now wish to amend the Contract in order to (1) revise the Scope of Services to include additional community and stakeholder outreach and refine ment of concept plans for the University Avenue Streetscape project (PE -21004); (2) increase compensation by Twenty-Five Thousand Dollars ($25,000), from One Hundred Sixty-Four Thousand Eight Hundred Fifty-Two Dollars ($164,852) to a new not to exceed total compensation of One Hundred Eighty- Nine Thousand Eight Hundred Fifty-Two Dollars ($189,852); and (3) extend the contract term by three years to December 31, 2027, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. C
ontract. The term “Contract” shall mean C ontract No. C22182372 between CONSULTANT and CITY, dated February 28, 2022.
b. O
ther Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2. “TERM” of the Contract is hereby amended to read as follows:
“T
he term of this Agreement shall be from the date of its full execution through December 31, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
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“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 Hundred Seventy -Four Thousand Eight Hundred Sixty -Six Dollars ($174,866). 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 Fourteen Thousand Nine Hundred Eighty-Six Dollars ($14,986) 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 Hundred Eighty-Nine Thousand Eight Hundred Fifty-Two Dollars ($189,852), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Vers.: Aug. 5, 2019
Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, ADDED.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
______________________________
City Manager
APPROVED AS TO FORM:
______________________________
City Attorney or designee
CSWST2
Officer 1
By:___________________________
Name: Robert Stevens____________
Title: President and Chief Executive
Officer_______________________
Officer 2
By:____________________________
Name: Linda Schmid_____________
Title: Chief Financial and Operating__
Officer_________________________
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, ADDED.
Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
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Vers.: Aug. 5, 2019
EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO. 1
(ADDED)
CONSULTANT’s duties and services under this agreement shall not include preparing or assisting City with any portion of City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with City. City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. C ONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this agreement.
The CONSULTANT completed the scope of work authorized under Phase 1 of the current contract and presented Council a preferred concept for University Avenue Streetscape project in December 2023. Council did not approve the proposed plan and directed staff for further refinements and additional outreach as summarized below.
1. Draft additional alternatives that would include one option with the current parklet plan and that sidewalks should be variable or outdoor dining space comparable to the current parklet plan.
2. Consider moving bikes to Hamilton and Lytton and or shrinking the travel lane.
3. Present options to the Retail Ad Hoc Committee and come back to Council with interim measures
4. Develop alternatives covering a range of costs.
This included Retail Committee meetings, stakeholder group meetings, one Council update meeting in June 2024, and another Council meeting in December 2024 and preparation of additional outreach material, engineering analysis, concept graphics design, and cost estimates. This additional outreach was not envisioned in the current contract. To incorporate Council directed items, the following additional specific tasks were required:
1. Prepare additional presentations and attend meetings related to outreach with stakeholders, Retail Committee, City staff, and City Council.
2. Prepare a detailed plan for one block of the project area to support the cost analysis.
3. Coordinate with the utilities division to establish a basis for improvements needed within the streetscape.
4. Develop a concept plan for the streetscape that reflects the revised plan for University Avenue’s sidewalks, striping, and parking.
5. Prepare an exhibit illustrating how the University Avenue streetscape coordinates with future bicycle planning as well as loading zones and temporary parking.
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
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.
Milestone Completion
Number of Days/ Weeks (as specific
below)
From NTP
Goals and Objectives 45 working days
Completion of Data Collection 110 working days
Concept Alternatives 170 working days
Costs, Funding, and Assessment Planning 200 working days Refined Alternatives 240 working days
Final Presentation to City Council 270 working days
Milestone Completion
Number of Days/ Weeks (as specific
below)
From NTP of Amendment No. 1
Additional Outreach and Concept Refinement 120 working days
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.
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EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1: Goals and Objectives $7,630
Task 2: Data Collection $49,960
Task 3: Alternatives for University Avenue $46,520
Task 4: Costs, Funding, and Assessment Planning $11,116 Task 5: Outreach $32,580
Additional Outreach and Concepts Refinement (Amendment #1) $25,000 Subtotal for Services $172,806
Reimbursable Expense $2,060
Total for Services and Reimbursable Expenses $174,866
Additional Services (if any, per Section 4) $14,986
Maximum Total Compensation $189,852
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 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Vers.: Aug. 5, 2019
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 and Printing up to the not-to-exceed amount of $2,060.00.
Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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