Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C20176877
BETWEEN THE CITY OF PALO ALTO AND
SCHAAF & WHEELER CONSULTING ENGINEERS
This Amendment No. 2 (this “Amendment”) to Contract No. C20176877 (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 SCHAAF & WHEELER CONSULTING ENGINEERS, a California corporation, located at 4699 Old Ironsides Drive (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. T he Contract (as defined below) was entered into by and between the P arties to provide engineering design, analysis, planning and construction management support in connection with the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Project, as detailed therein.
B. T he Parties now wish to amend the Contract in order to (1) increase compensation by Seventy-Seven Thousand Three Hundred Sixty Dollars and Four Cents ($77,360.04), from Seven Hundred Eighty-Nine Thousand Nine Hundred Eighteen Dollars ($789,918 .00) to a new not- to- exceed total compensation of Eight Hundred Sixty -Seven Thousand Two Hundred Seventy-Eight Dollars and Four Cents ($867,278.04); (2) update the Schedule of Performance ; (3) update the Schedule of Rates; and (4) extend the contract term by twenty-seven (27) months through February 28, 2026, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C20176877 between CONSULTANT and CITY, dated June 15, 2020, as amended by:
Amendment No.1, dated March 11, 2024
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“The Term of the Agreement shall be from the date of its full execution through February 28, 2026 unless terminated earlier pursuant to Section 19 of this Agreement.”
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses specified in Exhibit C, entitled “COMPENSATION”, shall not exceed Seven Hundred Eighty-Eight Thousand Four Hundred Thirty -Five Dollars and Thirty -Four Cents ($788,435.34) as detailed in Exhibit “C”.
CONSULTANT agrees to complete all Basic Services, including any specified reimbursable expenses, within this amount. In the event Additional Services are authorized in accordance with Section 1 (Scope of Services), the compensation for Additional Services shall not exceed Seventy -Eight Thousand Eight Hundred Forty -Four Dollars and Seventy Cents ($78,842.70), and the total compensation under this Agreement for Basic Services, Additional Services and any specified reimbursable expenses shall not exceed Eight Hundred Sixty -Seven Thousand Two Hundred Seventy-Eight Dollars and Four Cents ($867,278.04) as detailed in Exhibit C. The rate schedule, as applicable, is set out at 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 as set forth herein shall be at no cost to the CITY.
Additional Services, if any, may be authorized in accordance with and subject to the provisions of Section 1 (Scope of Services), provided that: (i) the Additional Services check box at Section 1 is selected, and (ii) a dollar amount for Additional Services is allocated in this Section 4. If either or both of these requirements are not met, or if the dollar amount for Additional Services under this Section 4 would be exceeded, then Additional Services may only be authorized by a written amendment to this Agreement as provided for in Section 27.4 herein. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY.”
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 “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 ”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C-2” entitled “SCHEDULE OF RATES, AMENDMENT NO. 2”, ADDED.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_________________________
City Manager
APPROVED AS TO FORM:
_________________________
City Attorney or designee
SCHAAF & WHEELER, CONSULTING
CIVIL ENGINEERS
Officer 1
By:__________________________
Name:_______________________
Title:________________________
Officer 2
By:__________________________
Name:_______________________
Title:________________________
Attachments:
EXHIBIT “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
EXHIBIT “C-2” entitled “SCHEDULE OF RATES, AMENDMENT NO. 2”, ADDED.
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Glen M Anderson
Vice President RCE 76720
Daniel J. Schaaf, Secretary
Vice President
Vers.: Aug. 5, 2019
EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. The order for Construction Administration Services, Task H-1, H-2 and H-3 may be changed at City’s discretion. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the Notice To Proceed (“NTP”).
Task/Milestones Completion Date(s)
A. Preliminary Design Completed
B. Final Design May 10, 2024
C. Cost Estimate May 10, 2024
D. Meetings May 10, 2024
E. Work Product Submittal May 10, 2024
F. Construction Documents May 10, 2024
G. Regulatory & City Permits May 10, 2024
H. Construction Administration Services
H-1 Corporation Way System Upgrades and Pump Station February 28, 2026 H-2 West Bayshore Road Pump Station Improvement February 28, 2026 H-3 West Bayshore Trunk Line Improvement February 28, 2026 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task A $183,419.74
(Preliminary Design)
Task B $199,219.97
(Final Design)
Task C $17,889.76
(Cost Estimate)
Task D $26,624.07
(Meetings)
Task E $26,810.13
( Work Product Submittals)
Task F
(Construction Documents) $19,044.84
Task G $21,064.33
(Regulatory City Permits)
Task H
(Construction Administration Services)
H- 1 Corporation Way System Upgrade $137,458.75
and Pump Station
H- 2 West Bayshore Road Pump Station $137,458.75
H- 3 West Bayshore Road Trunk $19,445.00
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
Line Improvement
Sub Total Basic Services $788,435.34
Total Basic Services and Reimbursable Expense (If Any) $78 8,435.34 Additional Services (Not To Exceed) $ 78,842.70
Maximum Total Compensation $ 867,278.04
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in- house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00 (not applicable).
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Vers.: Aug. 5, 2019
EXHIBIT “C-2”
SCHEDULE OF RATES, AMENDMENT NO. 2
(ADDED)
Hourly Rates effective March 7, 2024
Principal Project Manager $295.00
Senior Project Manager $270.00
Associate Engineer $220.00
Designer (Drafting) $175.00
Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0