Agenda packet — Palo Alto City Council, December 9, 2024 (part 5 of 7)

SAFETY POLICY

POLICY STATEMENT

It is the policy of the City of Palo Alto to provide a safe workplace, safe equipment, proper materials, and to establish and insist upon safe work practices and procedures at all times. All employees shall take an active part in protecting themselves, their fellow employees and the general public. All employees shall comply with all California Occupational Safety and Health Act standards, all applicable safety laws, and with the provisions and guidelines set forth in the City of Palo Alto’s Injury and Illness Prevention Program (IIPP).

PROCEDURE

A. Responsibilities

Every employee, participant, and volunteer having direction, management, control, or custody of a place of employment, operation, or other employees is resp onsible for assuring that safety is first and foremost in their respective operations. Accident prevention is an essential part of the job and shall not be sacrificed in the interest of quality or quantity of work.

Responsibilities are outlined in the Ci ty’s IIPP. IIPP manuals shall be kept in each division within the City. The manual is also available on the City's Intranet. Each employee shall be provided with an employee manual outlining his/her responsibilities and the code of safe work practices for his/her specific division.

B. Training

Effective safety training for all employees is an essential component of a successful injury and illness prevention program. All new employees shall be oriented to the City’s IIPP. Orientation training is provid ed through the new hire process. In addition, supervisors shall provide instructions on safe work practices and provide specific training on hazards relating to an employee’s specific work assignment. Remedial training shall be provided to employees whose safety performance is deficient.

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POLICY AND PROCEDURES 3-01/HRD
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C. Safety Committees

1. Departmental Safety Committees

a. Safety committees shall be established as prescribed in the several Memoranda of Agreement. The safety committee composition shall be in accordance with the Memorandum of Agreement as entered into with the City and PAPOA, IAFF, and SEIU representation organizations.

b. The safety committees shall operate under the following guidelines:

1) a management member of the committee shall be chairperson t o direct the meetings;
2) minutes of the meetings shall be kept and disseminated to the membership and the Risk Management and Safety Office; and 3) meetings shall be held regularly at a specified date and time.

c. Safety committee responsibilities include:

1) implementing and assisting with the provisions of the City's Injury and Illness Prevention Program, as well as department and division safety programs;
2) encouraging fellow employees to adopt safe work practices; and 3) reviewing work practices to ensure worker and public safety.

2. Citywide Safety Committee

a. Departments under the collective bargaining agreement with the Service Employees International Union (SEIU) shall establish a ten -member citywide unio n/management safety committee with equal union and management membership. Issues that are “citywide” shall be addressed by the Citywide Safety Committee.

b. The Citywide Safety Committee will meet upon call to:

1) review safety and occupational health standards and practices;

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2) discuss overall City safety and health problems;

3) act as an advisory group to the departmental safety committees; and

4) review all departmental safety programs and recommend change where necessary.

c. Citywide safety i ssues shall be submitted to the Risk Manager for review. Upon establishing that the safety issue is applicable to the entire city operation and not particular to any one division, the Risk Manager shall convene a meeting of the Citywide Safety Committee to properly address the safety issue. Those safety concerns that are applicable only to a particular division shall be dealt with in that division's safety committee.

D. Disciplinary/Remedial Action

It is the responsibility of every employee to adhere to all safety rules. However, should it become necessary because of failure to comply, disciplinary action shall be administered. Disciplinary action shall be defined as per the Merit System Rules and Regulations, Chapter 10.

Members of management failin g to enforce or abide by this safety policy or by the City’s IIPP shall also be subject to the above provisions.

All Accident/Property Damage and Supervisor's Reports shall be routed to the Risk Manager for review. In instances where disciplinary or remedial action appears to be warranted, the Risk Manager shall review the circumstances with the Employee Relations and Compensation Manager and make recommendations to the department manager as needed.

NOTE: Questions and/or clarification of this policy should be directed to the Human Resources Department.

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Certificate Of Completion
Envelope Id: C31F0702FD044A929D889288CC9AAE93
Status: Completed
Subject: Complete with Docusign: 2025-2027 Theater Partner Agreement Source Envelope:

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Amanda Deml
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250 Hamilton Ave
Palo Alto , CA 94301
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Jose Luis Moscovich
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: December 9, 2024
Report #:2410-3613
TITLE
Approval of Construction Contract No. C24192547 with O’Grady Paving, Inc. in the Amount of $2,488,857 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not-to-Exceed Amount of $248,885; and Amendment No. 3 to Contract No.

C20176858 with Sandis Civil Engineers in the Amount Not-to-Exceed $59,975 for Construction Administration Services for the Churchill Avenue Enhanced Bikeway Project (PL-14000); CEQA Status – exempt under CEQA Guidelines Section 15301(c)

RECOMMENDATION
Staff recommends that Council:

1. Approve and authorize the City Manager or their designee to execute Construction Contract No. C24192547 with O’Grady Paving, Inc., in an amount not to exceed $2,488,857 for the Churchill Avenue Enhanced Bikeway Project (PL-14000);

2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with O’Grady Paving, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $248,885; and

3. Approve and authorize the City Manager or their designee to execute Amendment No. 3 to Contract No. C20176858 with Sandis Civil Engineers to increase the not-to-exceed compensation by $59,975 and extend the term to December 31, 2027 to provide construction support and as-built drawings for the Churchill Avenue Enhanced Bikeway Project (PL-14000). This amendment results in a revised total contract not-to-exceed amount of $230,975.

EXECUTIVE SUMMARY
Approval of the construction contract with O’Grady Paving, Inc. and contract amendment with Sandis Civil Engineers will allow for construction of safety improvements to Churchill Avenue between El Camino Real and Castilleja, a key segment in connecting the Stanford Perimeter Item 7
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trail, Palo Alto Unified School District, and Castilleja-Park-Wilkie bicycle boulevards to downtown Palo Alto and Caltrain. Construction is anticipated to begin summer 2025 and be completed in spring 2026. Completion of the Churchill Enhanced Bikeway Project will provide improved facilities for all modes of travel on Churchill Avenue and at the El Camino Real intersection.

BACKGROUND
The Churchill Avenue Enhanced Bikeway was identified as a priority project in the Trails and Shared Use Pathways element of the City’s 2012 Bicycle + Pedestrian Transportation Plan (BPTP). The concept plans were unanimously approved by the Planning and Transportation Commission on December 10, 2014 and approved by Council on January 20, 2015.1 Churchill Avenue provides an extension of the existing bike pathway from the Palo Alto High School driveway to El Camino Real as a comfortable off-street bicycle route linking the Stanford Perimeter trail, Palo Alto Unified School District, Castilleja-Park-Wilkie bicycle boulevards to downtown Palo Alto and Caltrain (Attachment A). This project will complete a missing link in a shared-use path that will invite new bicycle travel in addition to safety improvements at the intersection of El Camino Real and Churchill Avenue. These improvements are in alignment with a number of objectives and goals set forth in the BTPT and City of Palo Alto Comprehensive Plan.

ANALYSIS
Staff recommends the approval of Contract No. C241925472 as the Churchill Enhanced Bikeway will provide improved facilities for all modes of travel including bicycles, pedestrians, motor vehicles using Churchill Avenue, and vehicles turning into Palo Alto High School. The corridor sees substantial use of bicycle and pedestrian activity as a Safe Route to School and is also used by automobile commuters who travel north and south through Palo Alto. Below is a summary of the proposed improvements for the Churchill Avenue Enhanced Bikeway Project:
•Extend existing bicycle path on Churchill Avenue from Castilleja Avenue to the Stanford Perimeter Trail and onto the Stanford University campus •Restriping and repaving on Churchill Avenue
•Enhanced crosswalk at Madrono Avenue
•Bulb-outs on the south corners of Castilleja Avenue
•Landscaping and tree planting along Palo Alto High School frontage •Removal of pork chop island at the El Camino Real intersection 1 City Council, January 20, 2015, Agenda Item #8, SR #5421; https://portal.laserfiche.com/Portal/DocView.aspx?id=105207&repo=r-704298fc 2O’Grady Paving, Inc. Churchill Avenue Enhanced Bikeway Project, Contract No. C24192547; https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/engineering-services/cip- contracts/c25192547-churchill-enhanced-bikeways.pdf
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•Enhanced bicycle and pedestrian crosswalks at all three crossings of the El Camino Real intersection
Design Contract Amendment
The original contract with Sandis Civil Engineers (Sandis) for preliminary design and environmental assessment of the Churchill Avenue Enhanced Bikeway Project from El Camino Real to Castilleja Avenue was awarded by Council on March 17, 20143 as a one-year contract.

Since Sandis was in design with the Churchill Avenue Enhanced Bikeway Project, Council approved Contract Amendment No. 1 on October 7, 20194 with an exemption from competitive solicitation under PAMC 2.30.330 to provide for the continuity of engineering design services to complete the 65% design plans for City and Caltrans review. Contract Amendment No. 2 was approved by Council on February 28, 20224, extending the existing contract for another four years with additional funding to allow Sandis to complete the 95% design plans for City and State review.

Staff recommends the approval of Contract Amendment No. 3 (Attachment B) with Sandis to provide additional funding for construction administration and as-built/record drawings for Churchill Avenue Enhanced Bikeway.

Solicitation Process
An Invitation for Bid (IFB) for the project was published on September 10, 2024 on OpenGov, the City’s eProcurement platform. The City received five (5) bids from qualified contractors after a 24 day bidding period on October 3, 2024. The bid details are listed on the attached Bid Analysis (Attachment C).

Table #1: Summary of Invitations for Bid
Project Bid Name/Number Churchill Avenue Enhanced Bikeway Project (IFB 192547)
Proposed Length of Project 425 calendar days
# of Bid Packages Downloaded by Contractors 58
# of Bid Packages Downloaded by Builder’s
Exchanges
2 Total Days to Respond to Bid 24 calendar days
Mandatory Pre-Bid Meeting? No
Number of Bids Received 5
Bid Price Range $2,488,857 to $2,881,633
3 City Council, March 17, 2014, Agenda Item, #9, SR#4372; https://portal.laserfiche.com/Portal/DocView.aspx?id=105206&repo=r-704298fc 4 City Council, October 7, 2019, Agenda Item #7, SR #10491; https://portal.laserfiche.com/Portal/DocView.aspx?id=105208&repo=r-704298fc 4 City Council, February 28, 2022, Agenda Item #6, SR #13926; https://portal.laserfiche.com/Portal/DocView.aspx?id=105208&repo=r-704298fc Item 7
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Public Link to Solicitation https://procurement.opengov.com/portal/palo-alto- ca/projects/115292
The apparent low bidder was selected based upon the base bid. The bids ranged from $2,488,857 to $2,881,633 and from 14% below to 26% below the engineer’s estimate of $3,352,410. Staff reviewed the submitted bids and recommends the acceptance of the base bid submitted by O’Grady Paving, Inc. in the amount of $2,488,857, and that O’Grady Paving, Inc. be declared the lowest responsible bidder. The construction contingency amount of $248,885, which equals approximately 10% of the contract amount, is requested for related, additional, but unforeseen work which may develop during the project, implemented via City-approved Change Order.

Staff reviewed information and similar projects performed by the lowest bidder O’Grady Paving, Inc. and found them to be the lowest responsive and responsible bidder. Staff also checked with the Contractor’s State License Board and confirmed the contractor has an active license on file.

FISCAL/RESOURCE IMPACT
Funding for the contract recommendations in this report is available in the Fiscal Year 2025 Adopted Capital Improvement Budget for the Churchill Avenue Enhanced Bikeway Project (PL- 14000).

STAKEHOLDER ENGAGEMENT
Since the approval of the Sandis contract in 2019, staff has presented this project to the PAUSD Board, PABAC, City-School Traffic Safety Committee, and Safe Routes to School staff. A community meeting will be scheduled to present the final plans and construction timeline to the community prior to construction starting.

ENVIRONMENTAL REVIEW
Given the nature of the proposed improvements for the project, the project qualifies for a Class 1 Categorical Exemption under California Environmental Quality Act (CEQA) Guidelines Section 15301. The Class 1 exemption covers minor alterations to existing facilities so long as they involve no or negligible expansion of use.

ATTACHMENTS
Attachment A: Project Map Location
Attachment B: Contract No. C20176858 Amendment No. 3 with Sandis Attachment C: Bid Analysis
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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6 T h e C i t y o f
P a l o A l t o
Kellogg Avenue
Churchill Avenue
Coleridge Avenue
Manzanita Avenue
Lowell Avenue
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City of Palo Alto GIS
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abc Project Limits
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The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto Item 7
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AMENDMENT NO. 3 TO CONTRACT NO. C20176858

BETWEEN THE CITY OF PALO ALTO AND

SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS

This Amendment No. 3 (this “Amendment”) to Contract No. C20176858(the “Contract” as defined below) is entered into as of November 18th, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and SAND IS CIVIL ENGINEERS SURVEYORS PLANNERS , a California corporation , located at 636 9 th Street, Oakland CA 94607 (“CONSULTANT”). CITY and [CONSULTANT or CONTRACTOR] 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 Parties hereto for the provision of engaging a consultant to develop improvements at the Churchill Avenue Corridor, detailed therein.

B. T he Parties now wish to amend the Contract in order to Extend the term of the contract to December 31, 2027, and i ncrease the compensation by Fifty -Nine Thousand, Nine Hundred Seventy -Five Dollars ($ 59,975.00) for a total not -to-exceed Two Hundred Thirty Thousand, Nine Hundred Seventy-Five Dollars (230,975.00).

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and p rovisions 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. C20176858 between CONSULTANT and CITY, dated October 7, 2019, as amended by:

Amendment No.1, dated September 6, 2021
Amendment No.2, dated February 28, 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:

“SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2027, unless terminated earlier pursuant to Section 19 of this Agreement.”
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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 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 Two Hundred Thirty Thousand, Nine Hundred Seventy-Five Dollars ($230,975.00).

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.”

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 3”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “B” entitled “Schedule of Performance, Amendment 3”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “ C” entitled “Compensation, Amendment No. 3”, 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 P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

Purchasing Manager

APPROVED AS TO FORM:

City Attorney or designee

Contracts Administrator

SANDIS CIVIL ENGINEERS SURVEYORS

PLANNERS

Officer 1

By:

Name:

Title:

Attachments:

Exhibit “A” entitled “Scope of Services, Amendment 3”, AMENDED, REPLACES PREVIOUS.

Exhibit “B” - “Schedule of Performance, Amendment 1”, AMENDED, REPLACES PREVIOUS.

Exhibit “C” - “Compensation, Amendment No. 1”, AMENDED, REPLACES PREVIOUS.

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4 EXHIBIT “A”

SCOPE OF SERVICES

AMENDED, REPLACES PREVIOUS

CONSULTANT shall provide services for the development of the Churchill Avenue Corridor Improvements. The project includes the following elements:

CONSTRUCTION ADMINISTRATION
• Provide four (4) site visits to observe the construction of site work. • Assist the owner/client in requests for information and contractor submittals during construction.
• Conduct a final site visit and prepare a civil/landscape punch list. It is assumed that the contractor will address all punch list items and that a follow-up site visit is not necessary.
• Review change orders when needed.

RECORD DOCUMENT PREPARATION
• Based on contractor-provided redlines, prepare record documents for all applicable civil and landscaping plans.
• Issue record documents to City in pdf and CAD formats.

1. Plan Line Concepts and PEER/Encroachment Permit: CONSULTANT to determine the community preferred alignment and improvements along the corridor and to coordinate closely with Caltrans and CITY for development of innovative intersection treatments at the El Camino Real & Churchill Avenue intersection. At the El Camino Real & Churchill Avenue intersection CITY seeks capacity improvements along Churchill Avenue as well as project elements to better facilitate bicycle and pedestrian movements across the intersection as well as transit improvements that will need to be coordinated by the CONSULTANT with the Valley Transportation Authority (VTA)- Bus Rapid Transit (BRT) program. The CONSULTANT will also be require to coordination with Stanford University to coordination of project improvements with their Stanford Perimeter Trail Project - El Camino Real segment and with the Palo Alto Unified School District for right-of-way interest and operations improvements to their district offices located at 25 Churchill Avenue and Palo Alto High School.

2. Environmental Analysis Study: CONSULTANT shall prepare an environmental analysis/assessment for the community-preferred project alignment developed as part of Task 1 including any studies required by CITY as part of the improvements for the El Camino Real & Churchill Avenue intersection. It is assumed that the Permit Engineering Evaluation Report (PEER) submitted to Caltrans during Stage 1 will be approved. The CONSULTANT shall prepare a focused traffic study to identify appropriate intersection capacity treatments including the need for a micro simulation model for use as part of the community outreach process for the project.

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5 3. Development of Plans, Specifications & Engineer 's Estimate 's: CONSULTANT shall be responsible for the development of PS&E for project including: traffic signal modifications, street lighting improvements, sidewalk realignment and widening, drainage improvements, signage & striping, innovative bicycle treatments, traffic calming elements, landscaping, wayfinding, and transit improvements.

4. Additional Service: CONSULTANT shall provide as-needed support during the project life to assist CITY in implementation of the project including, but not limited to: grant writing support and bidding assistance should additional funding be identified for construction.

Scope of Work

Stage 1 - Concept Plan Lines & Permit Engineering Evaluation Report/Encroachment Permit

CONSULTANT shall be responsible for the development of concept plan line alternatives for the Churchill Avenue Corridor Improvement Project for the consideration of the Palo Alto community. CONSULTANT shall participate in Community Outreach meetings to identify or further develop one of the alternatives into a Community Preferred Alignment Alternative. CITY anticipates identifying up to three alignment alternatives for consideration of the community before finalizing a Community Preferred Alignment that will be advanced and submitted with an Encroachment Permit and Permit Engineering Evaluation Report (PEER) to Caltrans.

CONSULTANT will be responsible for outreach to and organizing meetings with the following agencies:

Palo Alto Community, Caltrans, Stanford University, and Palo Alto Unified School District.

CONSULTANT shall take into account the following Design Considerations as part of the development of Plan Line Concept Alternatives:

• Utilities (Above and Below Ground)
• Real Property Acquisition (Temporary Construction Easements and Design) • Safety
• Walk-ability, Bicycle Ride-ability, and Transit Connectivity • Adjacent Public Facilities or Facilities of Interest such as Palo Alto High School, Stanford University, Town & Country Shopping Center, and connection with existing and planned Bicycle Routes • Project Mitigations to protect the Quality of Life for existing residential properties adjacent to the proposed project area including the South Gate Neighborhood located south of Churchill Avenue between the Caltrain Tracks to the East, El Camino Real to the west, and Stanford Avenue to the South • Cost

After development of a Community Preferred Alignment Alternative for the Churchill Avenue Corridor Improvement project the CONSULTANT shall begin coordination with Caltrans. CONSULTANT is proposing to submit a Permit Engineering Evaluation Report (PEER) with the initial encroachment permit application.

Upon successful approval of the PEER with Caltrans the CONSULTANT will present the findings of the PEER to the Palo Alto Bicycle Advisory Committee (PABAC), Planning & Transportation Commission (PTC), Palo Alto Unified School District(PAUSD)-Board of Directors, and CITY Council for final approval.

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6 CONSULTANT shall be required to participate in the following community outreach meetings during this stage:
• Three (3) community outreach meetings
• Two (2) Palo Alto Bicycle Advisory Committee meetings • Two (2) Palo Alto Unified School District meetings
• One (1) City-School Traffic Safety Committee meeting
• Two (2) PTC meetings, and
• One (1) City Council meeting.

CITY will be responsible for securing community meeting facilities. CONSULTANT shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community meeting presentations. The CONSULTANT shall also serve as Scribe at all community.

Deliverables for Stage 1 should include the following items:

• 10% Design - Concept Plan Line Alignments
• Preliminary Cost Estimates for alignment alternatives • Identifying of Probable Impact and Mitigation Alternatives for neighborhood Quality of Life preservation

• Final Caltrans Approved Permit Engineering Evaluation Report (PEER)

Stage 2 - Environmental Analysis Study

Upon approval of the Permit Engineering Evaluation Report (PEER) by Caltrans, review and approval of required Environmental Analysis Studies will be transitioned over to CITY. CONSULTANT shall be responsible for the development of the appropriate Environmental Analysis Studies required by CITY.

The CONSULTANT team includes an additional environmental CONSULTANT to provide oversight/input on Environmental Analysis component of project. CONSULTANT, as part of the Environmental Analysis, shall also be responsible for advancing the Community Preferred Concept Plan Line alternative into a 35% design stage.

It is assumed that the following technical studies will be required as part of the Environment Analysis component of this project:

• Biological Resources • Air Quality/Green
• Hazards & Hazardous House Gas
Emissions Materials • Preliminary
• Transportation/Traffic Geotechnical
• Cultural Resources
• Hydrology/Water Quality
• Noise

The CONSULTANT's Team shall also identify any permits required from State and Federal Regulatory Agencies (e.g., Caltrans, State Fish & Wildlife, Army Corps of Engineers, etc.).

CONSULTANT will be required to participate in the following community outreach meetings during this stage:

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7 • Three (3) Community Outreach Meetings
• One (1) Study Session Planning & Transportation Commission • One (1) Study Session City Council
• One (1) Presentation - Planning PAUSD Board of Directors • One (1) Presentation/Approval - Palo Alto City Council

Deliverables for the Environmental Analysis stage for this project shall also include the following elements:
• Final Environmental Assessment reports required by CITY of Palo Alto • 35%PS&E
• Project architectural renderings of key improvements areas such as the El Camino Real & Churchill Avenue and Churchill Avenue & Castilleja intersections

Stage 3 - Development of Plans, Specifications and Engineer's Estimates

Upon approval of the Final Environmental Report for the Churchill Avenue Corridor Improvements project, the CONSULTANT shall proceed to prepare final plans, specifications, and engineer's estimates for the construction of the project.

The improvement plans shall include the following civil details prepared by a Registered Professional Civil Engineer with good standing with the State of California:

• Cover Sheet
• Project Notes
• Project Plan and Profile
• Demolition Plans
• Plan Details for Improvements, including but not limited to:
o Multi-Use Trail Sections
o Enhanced Pedestrian Crossings
o Accessible Pedestrian Ramps
o Drainage Plans
o Transit Station Plans
o Landscape Improvement Plans
o Signage & Striping Plans
o Traffic Signal and Street lighting Improvement Plans
o Utility Preservation and Connections
o Utility Plans
o Storm Water Pollution Prevention Plan
o Construction Staging Plan
• Project Specifications consistent with Palo Alto Standard Specifications and Special Provisions to match the Project Improvement Plan requirements
• CONSULTANT shall provide 35%, 65%, 95% and 100% Engineer's Estimates based on improvement plans and comparable bids for similar projects to ensure the project remains within the Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
12 Packet Pg. 545 of 948

Professional Services
Rev. April 27, 2018
8 project budget (CITY may elect to hire an outside Construction Management (CM) finn for Value Engineering and outside PEER review. CONSULTANT shall be expected to work with CM cooperatively.)

CONSULTANT shall apply for and complete all forms required from Caltrans for design exemption and encroachment permits. CONSULTANT shall submit detailed schedule based on the improvements plans to CITY and should to include the following tasks:

• Base 35% Plans Revised from Environmental Process
o Community Outreach Meeting to Identify Landscape/Hardscape and Streetscape palette o Study Session with Architectural Review Board for approval of shrub and tree planting palettes and decorative pavement treatments recommended by the Project Landscape Architect and Project Engineer
• 65% Improvement Plans
o Final Community Outreach Meeting
• 95% Check Print Plan Set
o Presentation of Project to Parks & Recreation Commission o Presentation of Project to Planning & Transportation Commission • 100% Bid Set
o City Council Presentation of Final Project

Meetings with CITY staff for the review of design plans, specifications and construction staging shall be held on site on a monthly basis. CITY will be responsible for securing community meeting facilities. The CONSULTANT shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community meeting presentations. The CONSULTANT shall also serve as Scribe at all community meetings and provide CITY with Meeting Notes and Action Notes within 5- business days of each meeting.

CITY anticipates procurement of an outside Construction Management Firm during this stage to assist the CITY in reviewing plans prepared by the CONSULTANT and to conduct Value Engineering alternatives to ensure that the project remains on-budget. The CONSULTANT will be required to work with the CONSULTANT Management Firm during the development of the plans.

Deliverables for the Development of PS&E stage for this project shall also include the following elements:
• 100% PS&E Bid Package
• Procurement of all necessary encroachment permits to allow for the construction of the project

Stage 4 - Summary of Remaining Task to Be Completed through Stages1 through 3 (as of October 2019) The project is currently split into two separate plan set submittals: Phase 1A, which includes improvements located within the Caltrans Right of-Way at the intersection of El Camino Real and Churchill Avenue; and Phase 1B, which includes pathway improvements along the northern edge of Churchill Avenue between the El Camino Real and Castilleja Avenue Intersections. Based on recent discussions, the Phases are to be combined into a single plan set for City review and bidding purposes. In addition, a series of design changes are requested including removal of the proposed bike signal at the Churchill/ECR intersection and modifications to the bulbouts, new traffic signal at the Churchill/ECR, Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
13 Packet Pg. 546 of 948

Professional Services
Rev. April 27, 2018
9 Churchill/Madrone, and Churchill/Castilleja intersections, and relocation of the City’s electrical transformers located on Palo Alto High School’s property.

Design and Permitting
• Combine Phase 1A and Phase 1B plan sets and supporting documents into single package. • Revise Intersection of El Camino Real and Churchill Avenue design and submit Caltrans • Encroachment Permit Application including: Plans, Specifications, and Engineer’s Estimates • Revise/Reissue 65% PS&E Submittal for overall project based on City comments (including landscape plans).
• Prepare 100% PS&E (Bid Documents) submittal and resubmit to City and Caltrans • Prepare technical specifications and cost estimate
• Revise Plat Maps and Legal Descriptions for required easement documents. • Coordinate improvements with PAUSD.
• Attend up to two (2) meetings with City/agency staff.

Environmental Clearance Documents/CEQA Checklist
• Prepare CEQA Checklist for categorically exempt project. • If required, prepare the following cultural resources reports:
o Area of Potential Effects (APE) Map
o Archaeological Survey Report (ASR), including Native American consultation o Historic Resources Compliance Report (HRCR)
• Meet with Caltrans staff to coordinate CE process.

Public Meeting Attendance
• Attend up to five (5) public meetings, including
o One (1) council meeting
o One (1) Planning and Transportation Commission meeting o One (1) School Board meeting
o One City School Traffic Committee meeting
o One Community meeting

Bid Assistance
• Assist City staff in preparation of any additional bid documents required for Public bid process. • Assist City in review of public bids.

Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
14 Packet Pg. 547 of 948

Professional Services
Rev. April 27, 2018
10 EXHIBIT “B”
SCHEDULE OF PERFORMANCE AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)

CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed.

Milestones Completion From NTP

1. Project Restart Meeting Week of 10/15/2019

2. Revise design based on City comments/direction 10/15-11/5/2019 (3 weeks)

3. Submit PS&E and supporting documents to City for review 11/5/2019

4. Submit PS&E and supporting documents to Caltrans 11/5/2019

5. City/Caltrans Review Period 12/5/2019

6. Revise Plans and Resubmit (100% PS&E) 12/2021

7. City/Caltrans Review period 12/2021-2/2024

8. Incorporate final comments/Finalize Plan 3/2024

9. Design Completion 8/2024

10. Design Support during Construction 12/2027

Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
15 Packet Pg. 548 of 948

Professional Services
Rev. April 27, 2018
11 EXHIBIT C
COMPENSATION AMENDMENT NO. 3
(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
Stage 4
Remaining Task to be completed through Stages 1 through 3 (as of October 2019)
$96,000.00
Amendment No. 2 $30,000.00
Subtotal Basic Services $126,000.00
Additional Services (Not to Exceed) $25,000.00
Amendment No. 2 – Additional Services (Not to Exceed) $20,000.00 Amendment No. 3 – Design Support Services During Construction $59,975.00 Maximum Total Compensation $230,975.00

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 Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
16 Packet Pg. 549 of 948

Professional Services
Rev. April 27, 2018
12 which CONSULTANT shall be reimbursed are: None

ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.

Docusign Envelope ID: A1FAC3CB-898F-4343-8FF7-3CB21DDE2AD0 Item 7
Attachment B - Contract
No. C20176858
Amendment No. 3 with
Sandis

Item 7: Staff Report
Pg.
17 Packet Pg. 550 of 948

CHURCHILL ENHANCED BIKEWAY PROJECT
IFB #192547

BID SUMMARY

ATTACHMENT C
BASE B I D J O I T S E E M P H S J. ALBANESE, INC. QTY UNITS LS 1
LS 1
REDGWICK CONSTRUCTION, CO.
5,500.$00 5,500.00 50,000.00
275,000.00$ 275,000.00 $ 365,000.00
ENGINEER'S ESTIMATE O'GRADY PAVING, INC.
12,715.00 12,500.00
135,648.50 $ 578,950.00

INTERSTATE GRADING & PAVING,
5,000.00
152,000.00
77,700.00
67,968.00
62,019.45
1,480.00
20,000.00
10,800.00
3,600.00
12,150.00
62,000.00
10,500.00
5,000.00
84,000.00
65,000.00
308,728.00
215,340.00
19,200.00
145,200.00
136,000.00
71,280.00
12,600.00
26,000.00
10,982.00
4,400.00
6,000.00
6,200.00
3,600.00
1,600.00
5,600.00
8,800.00
1,440.00
1,188.00
468.00
1 PUBLIC NOTIFICATION AND POSTING

TEMPORARY TRAFFIC CONTROL

CURB AND GUTTER REMOVAL

AC PAVING AND BASE REMOVAL

CONCRETE AND BASE REMOVAL

FENCING REMOVAL
$ $ $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
50,000.00
365,000.00
12,210.00
63,720.00
46,695.00
1,000.00
10,000.00
9,900.00
10,000.00
4,050.00
30,000.00
15,000.00
28,000.00
45,000.00
78,000.00
146,094.50
97,000.00
8,800.00
137,940.00
170,000.00
12,100.00
12,375.00
18,000.00
25,500.00
600.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
12,715.00
135,648.50

24.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$ $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
12,500.00
578,950.00
38,850.00
106,200.00
36,082.50
1,000.00
45,000.00
8,550.00
6,500.00
13,500.00
65,000.00
2,500.00
27,500.00
30,000.00
91,000.00
176,416.00
116,400.00
14,000.00
181,500.00
119,000.00
17,600.00
18,750.00
25,000.00
18,700.00
500.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
32,000.00
320,000.00

55.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
32,000.00 $ 5,000.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2 $ 320,000.00 $ 152,000.00
3 1,110 LF
SF
$
$
$ 4.4,0884.00
$ 5 5 . 8 5 , 0 4 1 0 . 0 0
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

11.00 6.00
26,640.00
151,335.00
80,655.00
620.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

35.00 10.00
61,050.00
84,960.00
67,920.00
1,600.00
56,000.00
10,800.00
5,000.00
20,250.00
37,000.00
9,000.00
17,500.00
150,000.00
166,400.00
242,572.00
109,610.00
11,200.00
145,200.00
81,600.00
16,500.00
9,750.00
19,000.00
32,300.00
4,500.00
2,700.00
4,500.00
12,000.00
1,300.00
4,000.00
20,000.00
1,320.00
1,089.00
990.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

70.00 6.404 10,620 14.25 8.00
5 4,245
20 1
SF $ 1$1.0406,695.00 11.00 19.00 8.50 16.00 14.61
6 LF
$LS
E $ A
$ $ 3.63 72.60 50.00 31.00 50.00 80.00 74.00
7 CLEAR AND GRUB 11,000.00$ 11,000.00
2,200.0$0 19,800.00
5,500.$00 5,500.00
3$3.0202,275.00
10,000.00
1,100.00
10,000.00

6.00 6,925.00
1,200.00
9,565.00

40.00 6,925.00
10,800.00
9,565.00
27,000.00
20,035.00
4,250.00
52,500.00
100,500.00
164,320.00
209,494.00
94,090.00
12,800.00
130,680.00
59,500.00
14,960.00
7,650.00
20,840.00
28,645.00
23,160.00
9,240.00
10,420.00
15,075.00
1,585.00
23,925.00
8,225.00
1,350.00
1,089.00
450.00
45,000.00
950.00
6,500.00

20.00 56,000.00
1,200.00
5,000.00

30.00 20,000.00
1,200.00
3,600.00

18.00 8 TREE REMOVAL 9
9 EXISTING UTILITY REMOVAL

INERT SOLIDS RECYCLING

EROSION CONTROL AND SWPPP

TREE PRESERVATION AND PRUNING
12-INCH HDPE PIPE, SDR 17
AGGREGATE BASE, CLASS 2

HOT MIX ASPHALT TYPE A HMA
2" GRIND AND OVERLAY

TYPE A CONCRETE CURB AND GUTTER

CONCRETE DRIVEWAY
1 $ LS
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
32 33
34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
52 53
54 55
56 57
675 TONS$
LS 1
LS
$ 16,500.00$ 16,500.00
11,000.00$ 11,000.00
330$.0016,500.00
110$.0033,000.00
220$.0057,200.00
1 $ 1 6 . 0 0 0 6 , 4 3 0 . 0 0
30,000.00
15,000.00
560.00
150.00
300.00

2.65 20,035.00
4,250.00
1,050.00
335.00
632.00

3.80 65,000.00
2,500.00
550.00
100.00
350.00

3.20 37,000.00
9,000.00
350.00
500.00
640.00

4.40 62,000.00
10,500.00
100.00
280.00
250.00

5.60 1
50 $
LF$
CY$300
260
55,130
970
400
7,260
17 TON$S
SF $
LF$ 121$.01017,370.00
4$4.0107,600.00
100.00

22.00 97.00 120.00

35.00 113.00

28.00 222.00

48.00SF $
SF $
E $ A

32.00 CONCRETE SIDEWALK 4 $ 4 3 . 0 1 0 9 , 4 4 0 . 0 019.00 18.00 25.00 20.00 20.00 CURB RAMPS 9,900.$00168,300.00
8$8.0109,360.00
10,000.00

55.00 3,500.00

68.00 7,000.00

80.00 4,800.00

75.00 8,000.00
324.00
168.00
26,000.00
646.00
4,400.00
6,000.00
6,200.00
1,200.00
1,600.00
5,600.00
8,800.00

2.40 6" VERTICAL CURB 220
75 LF $
LF$VALLEY GUTTER 110$.008,250.00
121,000.00$ 121,000.00
1,650.0$0 28,050.00
2,750.$00 2,750.00
1,210.$00 1,210.00
3,300.$00 3,300.00
1,100.$00 3,300.00
1,375.$00 1,375.00
3,300.$00 3,300.00
24,200.00$ 24,200.00
$ 5.35,0300.00
165.00
18,000.00
1,500.00
600.00
1,000.00
3,000.00
1,000.00
1,500.00
11,000.00
7,000.00

2.00 102.00
20,840.00
1,685.00
23,160.00
9,240.00
10,420.00
5,025.00
1,585.00
23,925.00
8,225.00

2.25 250.00
25,000.00
1,100.00
500.00
3,500.00
7,000.00
1,500.00
1,000.00
9,500.00
25,000.00

2.00 130.00
19,000.00
1,900.00
4,500.00
2,700.00
4,500.00
4,000.00
1,300.00
4,000.00
20,000.00

2.20 SUPPORT OF CITY ELECTRICAL UTILITY WORK AND SUBSTRUCTURE INSTALLATION

MISC UTILITY STRUCTURE ADJUSTMENT

CITY WATER METER INSTALLATION

RELOCATE AREA DRAIN
1 $ LS
EA 17
EA
EA
$
$ 1
1 1
$ 1,000.00
3,000.00
3,000.00
1,500.00
11,000.00
7,000.00
1,200.00
990.00
3,500.00
7,000.00
4,500.00
1,000.00
9,500.00
25,000.00
1,200.00
990.00
CATCH BASIN (MOD) $
$
$
EA
EA
EA
LS

TRAFFIC RATED WATER OR GAS VALVE BOX

TRAFFIC RATED LID
3 1

SANITARY SEWER CLEAN OUT AND LATERAL

SIGNAGE
1 $
1 $LS
STRIPING - CALTRANS DETAIL 2
STRIPING - CALTRANS DETAIL 8
STRIPING - CALTRANS DETAIL 22
STRIPING - CALTRANS DETAIL 38A
STRIPING - CALTRANS DETAIL 39
STRIPING - CALTRANS DETAIL 39A
STRIPING - CALTRANS DETAIL 40

CLASS I CENTER LANE STRIPE
600
495
90 115
2,235
750
30 1,015
2 LF
LF
$
$ $ 5.25,0722.50 2.00 2.20 2.00 2.20 2.40
LF $ 1$1.00 990.00 5.00 450.00 5.00 4.50 405.00 11.00 5.20 LF
LF
$ $ 8.18,0012.00 3.00 345.00 3.00 345.00 3.00 345.00 4.50 517.50 3.30 379.50 $
$
$
$
$ 5 1 . 2 5 , 0 2 9 2 . 5 0 3.00 6,705.00
1,875.00

75.00 3.00 6,705.00
1,500.00
150.00

2.50 5,587.50
1,875.00

75.00 4.00 8,940.00
3,000.00
510.00

2.60 5,811.00
2,025.00

81.00 LF $ 5.45,0125.00 2.50 2.00 2.50 4.00 2.70
LF $ 5.50165.00 2.50 5.00 2.50 17.00 2.70
LF $ 5.5,0582.50 2.00 2,030.00
1,400.00
2,860.00
100.00

2.50 2,537.50
1,600.00
3,120.00
100.00

2.00 2,030.00
1,600.00
3,120.00
120.00

5.50 5,582.50
900.00

2.20 2,233.00
1,760.00
3,380.00
120.00
SPLITTER ISLAND STRIPING EA$ 605$.001,210.00
1$1.002,860.00
700.00

11.00 800.00

12.00 800.00

12.00 450.00

11.00 880.00

13.0012" WHITE LIMIT LINE 260
20 900
180
420
2 LF $ 2,860.00
110.006" WHITE THERMOPLASTIC LF $ $ 5.50110.00 5.00 5.00 6.00 5.50 6.00 12" YELLOW CROSSWALK THERMOPLASTIC
14" WHITE ELEPHANT FEET MARKINGS
24" YELLOW LADDER CROSSWALK

TYPE III ARROW
LF $ 1$1.009,900.00 11.00 9,900.00
2,340.00
14,700.00
1,000.00
660.00

12.00 10,800.00
2,700.00
15,540.00
1,060.00
760.00

12.00 10,800.00
2,160.00
12,600.00
850.00

11.00 9,900.00
9,900.00
9,240.00
1,100.00
920.00

13.00 11,700.00
2,880.00
16,800.00
1,120.00
816.00
LF $ $ 8.18,0584.00 13.00 15.00 12.00 55.00 16.00
LF $
EA$
EA$
EA$
EA$
EA$
EA$
EA$
EA$
EA$
EA$
EA$
EA$
2$2.009,240.00 35.00 37.00 30.00 22.00 40.00
484$.00 968.00
484$.001,936.00
484$.003,388.00
363$.001,089.00
363$.001,452.00
484$.001,452.00
484$.00 484.00
363$.003,267.00
363$.005,445.00
242$.001,452.00
275$.00 550.00
110$.00 220.00
500.00
165.00
250.00

60.00 530.00
190.00
275.00

64.00 425.00
200.00
250.00
100.00
200.00
800.00
550.00

85.00 550.00
230.00
350.00
425.00
340.00
1,200.00
900.00
100.00
200.00
100.00

27.00 560.00
204.00
300.00

68.00 TYPE IV ARROW 4 800.00
STOP PAVEMENT MARKING 7 1,750.00
180.00
1,925.00
192.00
1,750.00
300.00
2,450.00
1,275.00
1,360.00
3,600.00
900.00
2,100.00
204.001/2 SIZE SHARKTOOTH YIELD LINE

SHARROW PAVEMENT MARKING

SLOW SCHOOL XING PAVEMENT MARKING

KEEP CLEAR PAVEMENT MARKING

BIKE LANE ARROW
3 4 200.00
850.00
600.00

80.00 800.00 221.00
980.00
650.00

95.00 884.00 800.00 238.00
1,040.00
700.00
100.00
134.00

68.00 952.00
3 2,550.00
600.00
2,940.00
650.00
2,400.00
550.00
3,120.00
700.001
9 720.00 855.00 765.00 900.00 900.00

BIKE LANE SYMBOL PAVEMENT MARKING

BIKE DETECTION PAVEMENT MARKING

BLUE PAVEMENT MARKER
15 6
110.00

55.00 1,650.00
330.00
126.00

63.00 1,890.00
378.00
100.00

60.00 1,500.00
360.00
3,000.00
600.00
2,010.00
408.00
2 30.00 60.00 31.00 62.00 28.00 56.00 54.00 34.00 68.00 OBJECT MARKER 2 350.00 700.00 400.00 800.00 350.00 700.00 100.00 200.00 440.00 880.00 Item 7
Attachment C - Bid Analysis

Item 7: Staff Report
Pg.
18 Packet Pg. 551 of 948

58 59
60 61
62 63
64 65
66 67
68 69
70 71
72 73
74 75
76 77
78 79
80 81
82 83
84 85
GREEN THERMOPLASTIC 2,280
1 SF $
$ L S
2$2.0500,160.00
7,700.$00 7,700.00
1,650.$00 1,650.00
107$.693,230.70
3$3.0804,315.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

20.00 9,000.00
3,000.00
500.00

28.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
45,600.00
9,000.00
3,000.00
15,000.00
71,540.00
1,320.00
1,600.00
18,000.00
1,400.00
2,700.00
3,200.00
14,400.00
5,600.00
9,000.00
7,350.00
3,060.00
12,100.00
8,000.00
6,570.00
4,800.00
3,750.00
6,570.00
6,842.50
240,000.00
480,000.00
1,000.00
3,000.00
25,000.00
3,3$52,409.80
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

19.00 12,100.00
4,780.00
1,070.00

36.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
43,320.00
12,100.00
4,780.00
32,100.00
91,980.00
770.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

15.00 5,500.00
2,400.00
200.00

25.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
34,200.00
5,500.00
2,400.00
6,000.00
63,875.00
682.00
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

18.00 5,000.00
3,500.00
400.00

25.00 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
41,040.00
5,000.00
3,500.00
12,000.00
63,875.00
2,640.00
1,800.00
11,000.00
2,200.00
2,400.00
3,200.00
9,000.00
6,160.00
7,800.00
13,650.00
9,384.00
9,900.00
7,000.00
4,380.00
3,750.00
3,250.00
3,504.00
2,677.50
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

20.00 4,600.00
11,800.00
440.00

33.70 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
45,600.00
4,600.00
11,800.00
13,200.00
86,103.50
1,600.06
2,000.00
20,000.00
1,600.00
3,300.00
3,800.00
16,812.00
3,612.00
10,600.00
8,400.00
3,799.50
13,750.00
10,000.00
5,387.40
5,640.00
4,000.00
7,008.00
8,330.00
280,000.00
588,000.00
8,800.00
4,600.00
25,000.00
2,881,633.41
DRAINAGE INLET $ EA
JOIN PIPES 1

DECOMPOSED GRANITE PAVEMENT

STAMPED CROSSWALK THERMOPLASTIC

TREE BUBBLER
30 TON$S
SF $
EA $
EA$
2,555
22 5$5.001,210.00 60.00 35.00 31.00 120.00
900.00

5.50 72.73
GATE VALVE 2 275$.00 550.00
$ 6 1 . 3 6 , 0 2 0 0 . 0 0
800.00

9.00 567.00 1,134.00
28,000.00
880.00
500.00

11.00 1,000.00
22,000.00
700.00
1,000.00

10.00IRRIGATION MAINLINE, LATERALS, SLEEVES & LOW VOLTAGE CONTROL WIRE

REMOTE CONTROL VALVE
2,000
2 LF $ 14.00
EA$
EA$
EA$
SF
660$.001,320.00
880$.002,640.00
385$.003,080.00
$ 2.72,0920.00
700.00
900.00
400.00

4.00 440.00 350.00
450.00
350.00

1.50 1,100.00
800.00
400.00

2.50 800.00
1,100.00
475.00

4.67 DRIP ZONE CONTROL VALVE ASSEMBLY

QUICK COUPLING VALVE
3 567.00 1,701.00
3,520.00
6,840.00
1,400.00
13,375.00
4,620.00
2,244.00
9,020.00
10,725.00
6,570.00
6,000.00
6,300.00
8,322.00
2,142.00
1,350.00
2,800.00
5,400.00
1,400.00
12,000.00
4,200.00
2,040.00
8,250.00
8,500.00
5,256.00
7,500.00
5,500.00
6,570.00
1,785.00
235,000.00
495,000.00
2,500.00
1,100.00
25,000.00
$
8 440.00

SUBSURFACE DRIP IRRIGATION

IRRIGATION CONTROL WIRING

RESTORE EXISTING IRRIGATION
LANDSCAPE PLANTING (5 GALLON)
LANDSCAPE PLANTING (1 GALLON)
LANDSCAPE TREE (24" BOX)
LANDSCAPE MAINTENANCE (90 DAYS)

WEED BARRIER FABRIC
3,600
2,800
1 $ 1.90
LF $ $ 3.93,0240.00 2.00 0.50 0.50 2.20 1.29
$ L S 5,500.$00 5,500.00
4$9.505,197.50
9,000.00

70.00 13,375.00

44.00 12,000.00

40.00 7,800.00
130.00

92.00 10,600.00

80.00105
102
11 EA $
EA $
EA$
3$3.003,366.00 30.00 22.00 20.00 37.25
660$.007,260.00
11,000.00$ 11,000.00
$ 1.41,0818.00
1,100.00
8,000.00

1.50 820.00 750.00
8,500.00

1.20 900.00
7,000.00

1.00 1,250.00
10,000.00

1.23 1 $EA 10,725.00

1.504,380
30 SF $
IMPORTED TOP SOIL CY$ 110$.003,300.00
3$7.40 935.00
160.00
150.00

1.50 200.00 250.00
220.00

1.50 125.00
130.00

0.80 188.00
160.00

1.60 SOIL PREPARATION FOR PLANTING AREAS

WOOD MULCH
25 CY $ 252.00
4,380
2,975
1 SF
SF
$ $ 1.76,5227.00 1.90

RESEEDING EXISTING LAWN

RRFB SYSTEMS
$ $ 1.31,0272.50 2.30 0.72 0.60 0.90 2.80
$LS 33,000.00$ 33,000.00 $ 240,000.00
935,000.00$ 935,000.00 $ 480,000.00
271,500.00
572,765.00
3,500.00
675.00
271,500.00 $ 235,000.00
572,765.00 $ 495,000.00
250,000.00
510,000.00
2,500.00
18,000.00
25,000.00
250,000.00 $ 280,000.00
510,000.00 $ 588,000.00TRAFFIC SIGNAL AND STREET LIGHTING SYSTEM

REMOVABLE STEEL BOLLARD

FENCING ADJUSTMENT AND MODIFICATION

MISC TRAFFIC IMPROVEMENTS

BASE BID TOTAL
1 $ LS
1 1
1 $ EA
LS
LS
7,700.$00 7,700.00
8,250.$00 8,250.00
$
$
$
1,000.00
3,000.00
25,000.00
3,500.00
675.00
25,000.00
$
$
$
$
2,500.00
1,100.00
25,000.00
2,500.00
18,000.00
25,000.00
$
$
$
8,800.00
4,600.00
25,000.00
$
$ 25,000.00$ 25,000.00 25,000.00
2,488,857.00$ $ 2,705,463.00 2,822,745.0$0 2,862,040.

BASE BID + CONTINGENCY $ $ 3,6$87,650.78 2,737,742.70 $ 2,976,009.30 -15.8%
$ 3,105,019.5$0 3,169,796.75 3,148,244.55
PERCENT OVER ENGINEER'S ESTIMATE -25.8% -19.3% -14.6% -14.0% Item 7
Attachment C - Bid Analysis

Item 7: Staff Report
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: December 9, 2024
Report #:2409-3534
TITLE
Approval of Professional Services Contract Number C25192694 with A3-Immersive in an Amount Not to Exceed $275,692 for Projection Mapping Production Services for the 2025 Code:ART Interactive Media Public Art Festival for a period of One Year; and Approval of a FY 2025 Budget Amendment in the Public Art Fund; CEQA Status: Exempt under section 15061(b)(3).

RECOMMENDATION
Staff recommends that the City Council:

1. Approve and authorize the City Manager or their designee to execute Contract No.

C25192694 (Attachment A), with A3-Immersive, for the projection mapping production services for the Code:ART Interactive Media Public Art Festival for a term of one year, and a total amount not-to-exceed $275,692;

2. Amend the Fiscal Year 2025 Budget Appropriation for the Public Art Fund (requires a 2/3 approval) by:
a. Increasing the Community Services Department Contract Services Appropriation by $225,693; and
b. Decreasing the Ending Fund balance for the Public Art Fund by $225,693.

BACKGROUND
Code:ART is an interactive public art festival placing playful interactive temporary installations throughout downtown activating downtown alleys, plazas, and spaces through art. The Public Art Program began producing the Code:ART festival in 2017 and has seen growing audiences and support for each presentation of the biannual three-evening event. By conservative estimates, the 2023 Code:ART event drew over 13,000 people to downtown Palo Alto, and the feedback staff received through surveys and from what the Commissioners gathered was overwhelmingly positive, with 98% of those 243 people surveyed wanting to see more events like this in Palo Alto, 73% of those surveyed visited a downtown business, indicating an economic impact of $550,000 over the three nights (Attachment B).

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After considerable research into similar art and technology festivals in the United States and abroad, staff has seen the significant draw that immersive projection mapping artwork can have on raising numbers of visitors and the resulting positive economic impact for their city. For example, Napa, California hosts an annual Napa Lights festival with ten nights of large-scale projections and reported an economic impact of $3.2M in 2023. Let’s Glow SF is a similar initiative that takes place each winter. Originally launched in 2021, Let’s Glow SF has reported continuously growing attendance and economic impact to local businesses. Year 2021 reported 40,000 visitors and $2.1M economic impact; Year 2022, the event was visited by 51,000 who brought in $3.1M. Year 2023 the festival reported that 67,000 people attended and an economic impact of $8 million (Attachment C).

ANALYSIS
The Public Art Program is moving forward with plans for the fourth Code:ART festival to take place October 16-18, 2025. In order to have an even greater impact at the next Code:ART and extend part of the festival experience over a longer period of time, staff is exploring bringing a large-scale 3-D projection mapping installation to the façade of City Hall that would debut at the Code:ART festival and remain on view each night for an extended period, commencing on October 16 through October 25 the following weekend. Since the projection’s scale is expected to be a draw for visitors, the installation will be in place for a total of nine nights, instead of three nights which is the duration the other Code:ART installations are active. This is funded by private development funds; the Public Art Commission approved the use of funds from the Art in Public Spaces Capital Improvement Project (CIP) fund for five art installations and the use of the private development funds to support the additional projection mapping artwork on August 28, 20241. Private development funds are in lieu fees collected from developers for larger projects that meet certain criteria and choose not to commission art on their property. The funds are pooled for the purpose of funding public art projects.

Projection mapping is a specialized technique and equipment that digitally maps an uneven surface, such as the front façade of a building and allows artists with digital mapping skills to create custom artwork that will display on that surface without distortion of the shapes providing for an immersive visual experience. The specialized equipment and multiple high- powered projectors allow for the artists to visually experiment with the building surface to highlight or animate the architecture and occasionally make the wall seem to disappear or have objects emerge from the surface. There are several qualified companies in the United States with experience producing large scale outdoor 3-dimensional projections on a building similar to Palo Alto City Hall.

Solicitation Process
CSD Staff released a Request for Proposals (RFP) for projection mapping companies with the skills and experience to facilitate the projection mapping portion of Code:ART and help curate a 1 Minutes from the August 28, 2024 Public Art Commission Special Meeting; Agenda Item #1; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=cfd7e98a-cca5-4e25-8fa2-d6af37a983be

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selection of three artists qualified to create custom content to debut in Palo Alto. CSD Staff sent the solicitation to four companies and received three applicants. Of the three companies that submitted proposals, A-3 Immersive was the best qualified company to implement an immersive video project to Code:ART. As a local company that had the most complete and thorough application, they have a strong record of 3-D projection mapping artworks on buildings of similar scale and complexity to City Hall, the portfolio of artists they work with is diverse and strong, and their pricing was competitive. CSD Staff issued a Notice of Intent to Award a contract to A-3 Immersive on October 22, 2024.

Table 1: Summary of Request for Proposals
Proposal Description Large-Scale Projection Mapping Production Services for Code:ART 2025
Proposed Length of Project Dec 2024 – Nov 2025
Number of Vendors Notified 4
Number of Proposal Packages Downloaded N/A
Total Days to Respond to Proposal 27
Pre-Proposal Meeting N/A
Pre-Proposal Meeting Date N/A
Number of Proposals Received 3
Proposal Price Range $275,692-$285,504
Public Link to Solicitation https://www.cityofpaloalto.org/CodeART As part of their contract, A-3 Immersive will bring in and assemble all necessary equipment, including four high powered projectors, processing servers and inclement weather housing, support structures, lighting and sound equipment and labor, projectionists to run the show each evening, crowd control barricades, commission three artists to create new projection artworks for Code:ART, prepare the front windows of City Hall for the projections, and remove everything upon the conclusion of the festival.

As a key partner in the expansion of Code:ART into large-scale projection, Panasonic has offered to sponsor the use of two of the projectors and lenses for the event, saving an estimated $13,110. Additionally, A-3 Immersive found several cost-saving opportunities reducing the window covering budget and labor costs by an additional $10,330 to reduce their estimate for the run of the projections.

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FISCAL/RESOURCE IMPACT
Generally, Municipal Code Chapter 16.612 requires commercial development projects over 10,000 square feet to either incorporate public art into their project or pay the equivalent in- lieu fee. The in-lieu funds are restricted for the commission of public art projects and art experiences within Palo Alto and partially funds one Public Art staff position.3 In FY 2022 the Council approved an ongoing allocation of $60,000 from the Public Art Fund ($10,000 for professional services to verify the private development construction valuation amounts and $50,000 for temporary projects such as Code:ART). This request is for an additional $225,693 one-time use to support the large-scale projections by three digital mapping artists on City Hall for the 2025 event.

The Public Art Commission approved allocation of funds in an amount up to $300,000. Staff worked with A-3 Immersive to reduce the overall cost and Panasonic is sponsoring the use of two projectors resulting in further cost savings. If additional sponsors come forward for the individual artworks, the cost will be further reduced.

There is adequate funding in the Public Art Fund to cover the costs associated with this request.

In addition to this project, a sub-committee of the Public Art Commission is exploring permanent public art acquisitions that would be funded by the Public Art Fund. The sub- committee will provide a report to the full Commission at their annual retreat in January 2025.

Staff anticipates the 2025 Code:ART festival to exceed the number of visitors from the previous festivals, resulting in a significant amount of foot traffic in the University Avenue downtown area. Since the projection mapping installation will be on display for nine consecutive nights, it is expected to have a large draw through promotions and word-of-mouth resulting in an economic benefit to downtown businesses.

STAKEHOLDER ENGAGEMENT
During each Code:ART event, teams of volunteers and staff circulate through the crowds and gather survey responses. Last year, 243 visitors took the survey. Additionally, the Public Art Commissioners volunteer their time to lead tours, work the information table, assist artist teams, and gather feedback through hundreds of conversations and interactions with the public. The Commission and staff compile the feedback and input from the previous Code:ART in order to plan the next one.

2 City of Palo Alto Municipal Code Section 16.61, Public Art for Private Developments, https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-75098#JD_Chapter16.61 3 Uses of Public Art Fund are regulated by PAMC section 16.61.110.

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ENVIRONMENTAL REVIEW
This action is exempt under the California Environmental Quality Act (CEQA) pursuant to CEQA regulation 15061(b)(3) because it can be seen with certainty that there is no possibility that this project will have a significant effect on the environment.

ATTACHMENTS
Attachment A: A3 Immersive Contract, C25192694
Attachment B: Code:ART Survey Results 2023
Attachment C: Economic Impact Metrics for Napa Lights and Let’s Glow Festivals APPROVED BY:

Kristen O'Kane, Community Services Director
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P
rofessional Services
Rev. Dec.15, 2020

Page 1 of 21 ends

CITY OF PALO ALTO CONTRACT NO. C25192694

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND A3-IMMERSIVE LLC DBA A3 VISUAL This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of November, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and A3-IMMERSIVE LLC DBA A3 VISUAL, a sole proprietor, located at 2140 Palou Avenue, San Francisco, CA 94124 (“CONSULTANT”).

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

RECITALS
A. CITY intends to produce an interactive media art festival Code:ART, to take place October 16-25, 2025 in downtown Palo Alto (the “Project”) and desires to engage a consultant to provide projection mapping production services in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through November 30, 2025 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 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
Attachment A - A3
Immersive Contract,
C25192694

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Professional Services
Rev. Dec.15, 2020

Page 2 of 21 ends

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 p rompt 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 Two Hundred Seventy Five Thousand and Six Hundred Ninety One Dollar and Thirty Two Cents ($275,691.32). 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.

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 shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any s ubmittal 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 Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSI GNMENT. 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, succes sors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the 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 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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by CITY to perform work on this Project are:

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 Sean Mason, CCO Immersive Division, 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 P roject 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 Elise DeMarzo, Community Services Department, Division of Art s and Sciences , 1313 Newell Road, Palo Alto, CA , 94303, Telephone: (650) 617-3517, email:

[email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work products, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use.

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 expirati on or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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 P arty. 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.

[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any othe r loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, i ts 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 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 parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

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

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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 CONS ULTANT, 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 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 conform ity 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, Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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.

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

CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to 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 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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 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 par ticular, 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 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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 not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

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 Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq. ), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing 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, Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

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

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 Agreeme nt 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 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 Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Item 8
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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 requ irements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

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

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

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

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

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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 B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS

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

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CONTRACT No. C25192694

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

A3-IMMERSIVE DBA A3 VISUAL

By:

Name:

Title:

Docusign Envelope ID: 18DB89ED-E2AF-4EAF-BD8E-BB4E69E3FE7D Sean Mason
11/19/2024
CTO
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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 perform projection mapping production and creative content generation, and staffing services to implement large-scale artistic 3D projections during the Code:ART interactive media art festival on the façade of the Palo Alto City Hall building, nightly between 5 -10 pm, October 16-25, 2025 at 250 Hamilton Ave, Palo Alto, CA.

CONSULTANT’s scope of services includes the following tasks es detailed in Exhibit B:

• Pre-production services, including detailed drawings and timelines, mapping, planning meetings, estimates, site visits, updated estimates, and coordination with subcontractors.

• Site preparation and strike, including any necessary treatment of the front façade windows of City Hall and ADA compliance features.

• Equipment supply, including projectors, servers, sound equipment, rigging, ramps, trucking, barricades, storage/inclement weather solutions for equipment, cables, and any other necessary equipment.

• In consultation with the Public Art Program staff, content creation / curatorial services to select qualified artists and ensure projection mapping is of the highest quality.

• Staffing of electricians, projectionists, server operator, and any other staff required to set up and strike down, run the production, deliver and remove any and all of elements of the project, etc.

The scope of services by CONSULTANT will be delivered in the following phases and in according with the timeline as listed in the Schedule of Performances (Exhibit B) below:

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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.

Phase 1: Initial planning and selection of multimedia content creators / artists Period: January – March 2025
a) Site walk-through with Public Art Program staff to identify and plan initial sight and installations needs (including but not limited to mapping and projecti on studies, identify the needs and footprint / provide technical drawings / documentation) for the projector / server holding encloser ; identify electrical needs / provide relevant information for any generators, provide a confirmed list of any rental equipment.) b) In consultation with the Public Art Program staff, to select at least three (3) qualified multimedia content creators to generate three (3) original and Code:ART specific, full 3D motion graphic pieces no shorter than 3 minutes each and ensure projection mapping is of the highest quality.
c) By-weekly check-ins with Public Art Program staff to discuss project needs and creative content generation progress

Phase 2: Active planning and creative content design
Period: April – August 2025
a) Further refine and finalize any project needs, reserve and secure any rental equipment / enclosures for project equipment; finalize power needs and identify a generator, secure event staff, and figure out ADA compliance features for the project. b) Finalize all the logistics and timeline for the treatment of City Hall building front façade windows.
c) Creative content updates / reviews; final content preview, revisions as needed, with the final content approval by the Public Art Program staff. d) Weekly check-ins to track and provide development updates.

Phase 3: Pre-Event
Period: September – and first half of October 2025
a) Final coordination of all project logistics and details with the Public Art Program staff and Code:ART Event Coordinator including and project equipment / security / foot print / delivery and strike down logistics / street closures. b) Implementation of the window treatments / coverings. c) Confirmed roles and schedule for project onsite staff. d) Confirmed any remaining logistical solutions associated with the project.

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e) Provide a run of the show script with an hourly outline of all activities associated with the project for each day/night including the Set -up, Show nights, and Strike -down dates.
f) Pre-event walk-through with Public Art Program staff and Event Coordinator.

Phase 4: Code:ART Festival: Set-up, Event Run; and Strike-down Period: Oct 14 – 25, 2025

a) Deliver equipment onsite and complete physical and technical setup in accordance with the approved schedule and footprint.
b) Complete testing of all equipment and creative content prior to the event opening night. c) Ensure onsite technical staffing during each night of the event. d) Complete strike-down of the entire project infrastructure, including removal of the window coverings in accordance with the approved schedule and footprint. e) Post-event de-brief October 27-31, 2025

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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 e ach task set forth below with the total compensation not to exceed Two Hundred Seventy Five Thousand and Six Hundred Ninety One Dollar s and Thirty Two Cents ($275,691.32).

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

MILESTONE NOT TO EXCEED AMOUNT
Upon signing the agreement $82,707.40 (30% of total comp) Upon completion of Phase 1 $68,922.83 (25% of total comp) Upon completion of Phase 2 $68,922.83 (25% of total comp) Upon completion of Phase 3 $27,569.13 (10% of total comp) Upon completion of Phase 4 $27,569.13 (10% of total comp)

Sub-total for Services – $275,691.32
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $275,691.32 Additional Services (if any, per Section 4) $0
Maximum NTE Total Compensation $275,691.32

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.

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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.

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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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

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

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 URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

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

A. PRIMARY COVERAGE

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

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

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

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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 AT THE FOLLOWING URL:

HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP

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Code:ART 2023
Survey Results
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Projection Mapping is a video projection art form and technology that is used to transform any surface or object into dynamic video displays.

What is
Projection Mapping?
Projection Mapping can bring spectacular art shows to a city’s front door.

It makes people stop in awe, observe at length and share what they see to create long-lasting, positive collective memories.

How Projection Mapping
Can Create A City Art Event.
2D Mapping 3D Mapping
Used to amplify any flat surface and
transform it into a 3D environment.

Take any three-dimensional shape and bring
it to life by applying motion graphics, and
interactivity.

Attachment C: Economic Impact Metrics for Napa Lighted and Let's Glow festivals.

Metrics gathered and provided by A3 Immersive.

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Napa Lighted Festival
Light Festival
Napa, CA
Projection Mapping
• 3 buildings
• 2 x Panasonic 50K lumen
donated by Panasonic
• 2 x Panasonic 32K lumen
• 1 week of show
• 2 days of setup
Record Breaking
40,000 people
attendance
3 locations this year, will
be more locations next
year.

Case Study
Metrics gathered and provided by A3 Immersive
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Case Study
Downtown SF
Let’s Glow SF
2023 – YEAR THREE
Projection Mapping
6 buildings – 10 nights
18 – Panasonic Projectors
32,000 Lumens apiece
Record Breaking
2021
40,000 visitors - $2.1M
economic impact
on local businesses
2022
51,000 visitors - $3M
economic impact
2023
67,000 visitors - $8M
economic impact
Total Coverage
4 Iconic SF locations
covered in projection art
from 17 local and
international artists (2022)
View the Video
Metrics gathered and provided by A3 Immersive.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: December 9, 2024
Report #:2410-3552
TITLE
Approval of Contract Amendment Number 1 to Contract Number C21179976 with TruePoint Solutions, LLC in the Amount of $362,312 through December 31, 2026 to Provide Technical Support of Services Related to the Land Use Management Permitting System (Accela); This Amendment Results in a Revised Total Contract Not-to-Exceed Amount of $1,263,995. CEQA Status: Not a Project.

RECOMMENDATION
Staff recommend that the City Council approve and authorize the City Manager or designee to execute Amendment No. 1 to Contract C21179976 with TruePoint Solutions, LLC (Attachment A) for technical support of services related to the land use management permitting system. This amendment results in a revised total contract not-to-exceed amount of $1,263,995 and extends the term by two years.

BACKGROUND
The City released the original Request for Proposal (RFP) for technology support in 2013, based on which a contract was established with TruePoint. In February 2013, the City approved a professional services contract (S13149314) with TruePoint for an amount not to exceed $85,000. The contract was amended three times to increase funding for various added projects.1 During this time, Accela mobile applications were launched, Accela Citizen Access was implemented, online permits were established, and other permit streamlining upgrades were implemented on Accela.
1 City Council, June 3, 2013; Agenda Item #9; SR #3775, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2013/id3775truepoint.pdf; City Council, October 7, 2013; Agenda Item #9; SR #4056, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2013/id4056_phaseiii_techenhanceofblueprint.pdf; City Council, October 5, 2015; Agenda Item #4; SR #6079, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city- manager-reports-cmrs/year-archive/2015/id-6079.pdf
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A new contract with TruePoint was established in 2017 which was amended and extended through 2020.2 During this term, TruePoint provided ongoing maintenance and implemented fee calculators and electronic document review software, DigEplan, during the Santa Clara County Shelter in Place order, due to the COVID-19 pandemic which allowed the City to provide remote online plan review services.

For the existing contract, an RFP was issued for Accela Support Services on August 13, 2020, and TruePoint's proposal was selected.3 This contract began on January 1, 2021, and is set to expire on December 31, 2024, with a total contract authority of $901,683.

ANALYSIS
In December 2023, the City’s contract with Accela was extended4 and will end on September 30, 2026. TruePoint has customized and maintained Accela for the City’s needs, improving the permitting experience for staff and for the public. An RFP for permitting software and support services is expected to be released in early 2026.

The contract consists of two tasks: (1) ongoing maintenance, and (2) major projects. The following tasks have been fully or partially completed:
•Accela – GIS integration (Status: Underway, 20% completion) •Long-Range Planning project module (Status: Complete, 100% completion) •Modify Impact Fee calculations (Status: Underway, 50% completion) •Report Buildout for Metrics (Status: Underway, 90% completion) •Re-evaluate current Mobile Solution implementations (Status: Complete, 100% completion)
•Evaluate and track metrics (Status: Complete, 100% completion) The contract amendment will allow TruePoint to provide ongoing maintenance and complete outstanding projects.

For the two years of this amendment, additional work will be focused on completion of the major projects listed above and ongoing maintenance of the system, increasing the total contract authority from $901,682 to $1,263,995. The attached Exhibit C of the contract details the costs. The amendment reflects an average hourly rate increase of 10%, aligning with market rates for similar technical services. Specifically:
2 City Council, June 19, 2017, Agenda Item#4, SR# 7888, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2017/id-7888-truepoint.pdf
3 City Council, December 14, 2020; Agenda Item #10; SR #11792, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020-2/id-11792.pdf?t=60086.04
4 City Council, October 2, 2023; Agenda Item #7; SR #2307-1759, https://cityofpaloalto.primegov.com/portal/viewer?id=2714&type=0 Item 9
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•Consultant hourly rate: Increased from $143.58 to $157.93. •Project Manager hourly rate: Added at $173.73.

The City is not bound to fully utilize the contract and use of the contract will be based upon City need and Council-approved budget.

FISCAL/RESOURCE IMPACT
Funding for this contract in FY 2025 is within budgeted levels adopted by the City Council, no additional funding is requested. If sufficient funding is not available in the budgets of the following years, contract use will be limited to available approved budget. Technology costs are cost recovered at the Development Center through a 6% technology fee that is assessed on private construction projects. Planning fees also capture technology costs for the intended purpose of technology maintenance and enhancements.

STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.

ENVIRONMENTAL REVIEW
This contract amendment is not a project pursuant to California Environmental Quality Act Guidelines Section 15378.

ATTACHMENTS
Attachment A: TruePoint Solutions Contract, C21179976 Amendment #1 APPROVED BY:

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AMENDMENT NO. 1 TO CONTRACT NO. C21179976

BETWEEN THE CITY OF PALO ALTO AND TRUEPOINT SOLUTIONS

This Amendment No. 1 (this “Amendment”) to Contract No. C21179976 (the “Contract” as defined below) is entered into as of January 1, 2021, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRUEPOINT SOLUTIONS, a California Limited Liability company, located at 3262 Penryn Road, Suite 100 -B, Loomis, California, 95650 ("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 specialized services to manage and mentor five primary divisions (Public Works, Utilities, Planning, Building, and Fire) who use the Accela product (“Project”) and desires to engage a consultant to be the conduit between the software vendor (Accela) and City subject matter experts (SME’s) from each division to enhance their kno wledge and utilization of the Accela product in connection with the Project (“Services”).

B. The Parties now wish to amend the Contract in order to increase compensation by Three Hundred Sixty Two Thousand Three Hundred Eleven Dollars and Sixty Eight Cents ($362,311.68) from Nine Hundred One Thousand Six Hundred Eighty Three Dollars ($901,683) to a new total not to exceed compensation of One Million Two Hundred Sixty-Three Thousand Nine Hundred Ninety-Four Dollars and Sixty-Eight Cents ($1,263,994.68).

NOW, THEREFORE, in consideration of the covenants, terms, conditions, a nd 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 Contract No. C21179976 between CONSULTANT and CITY, dated January 1, 2021.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2 TERM of the Contract is hereby amended to read as follows:

The term of this Agreement shall be f rom the date of its full execution through December 31, 2026, unless terminated earlier pursuant to Section 19 of this Agreement.

SECTION 3. Section 4 NOT TO EXCEED COMPENSATION of the Contract is hereb y amended to read as follows:

The compensation to be paid to CONSULTANT for performance of the Services described in Docusign Envelope ID: BB1C6D55-DFA3-4FA8-BD7E-CF3830198999 Item 9
Attachment A - TruePoint
Solutions Contract,
C21179976 Amendment
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Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed One Million Two Hundred Sixty-Three Thousand Nine Hundred Ninety-Four Dollars and Sixty-Eight Cents Dollars ($1,263,994.68). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One Million Two Hundred Sixty-Three Thousand Nine Hundred Ninety-Four Dollars and Sixty-Eight Cents Dollars ($1,263,994.68). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean 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”.

SECTION 4. The following exhibit(s) to the Contract is/are hereby amended and added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “ SCOPE OF SERVICES ”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.

d. Exhibit “C -1” entitled “SCHEDULE OF RATES”. 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.

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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

TRUEPOINT SOLUTIONS

Officer 1

By:

Name: Keith Hobday
Title: Director of Implementation,
Founding Partner
[email protected]

Officer 2 (Required for Corp. or LLC)

By:

Name: Bert Auburn
Title: Chief Executive Officer
[email protected]

Attachments:

Exhibit A – Scope of Services, Amendment No.1 (Amended, Replaces Previous) Exhibit B – Schedule of Performance, Amendment No.1 (Amended, Replaces Previous) Exhibit C – Compensation, Amendment No.1 (Amended, Replaces Previous) Exhibit C-1 – Schedule of Rates, Amendment No.1 (Amended, Replaces Previous)

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EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT will provide the CITY with Accela Support Services. CONSULTANT shall be the conduit between the software vendor (Accela) and City subject matter experts (SME’s) from each division to further enhance their knowledge and utilization of the Accela product, provide training, co-develop Management Reports and make modifications to the Accela Platform to improve efficiency and operations to outside programs such as apps utilized by the CITY.

Tasks 1: Ongoing Support and Maintenance
I. Work closely with designated City staff to identify the best approach and needs of the individual “Super Users” from each division.

II. Introduce new features and functionality as it becomes available using the most up to date software and provide expert support to the operational needs of the City’s end users with all of the City’s Accela products.

III. Day to Day Mentoring and Guidance
IV. Support implementation and enhancement of Online Permitting Services including the Electronic Document Review interface
V. Support implementation and provide training on all Accela modules, Accela Automation, Apps, and Electronic Document Review software VI. Enhance efficiency and utility of Planning Mitigation Monitoring (PMM) and Transportation Demand Management (TDM) records
VII. Provide support on various existing PDS dashboards and implement new dashboards as required by the City
VIII. System maintenance support on Accela Mobile Office (includes AMO, iPad App, iPhone App or Android App)
a. Work with each group to define and deploy the “best fit” mobile APP b. Provide basic training on Accela Mobile Apps
c. Create custom reports or email notifications from mobile devices IX. On-site or Remote assistance and support for Super Users when deemed appropriate by the City
a. Configuration changes and enhancements as recommended by CONSULTANT b. Custom Quick Query creation
c. Custom portlet and console configuration
d. Workflow enhancements
e. Annual Fee updates, including impact fees, in-lieu fees, and other miscellaneous fees as needed
f. Ad Hoc report creation
g. Crystal report creation
h. Training as needed on all aspects of Accela Automation i. Support the City with any questions or new initiatives that come up j. Support City with Accela upgrades, new features, and required migration to new Accela platforms
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k. Coordination between Accela and City staff
l. Advice on streamlining efforts and activities within the Accela product m. Support in current efforts and products such as DSD Dashboard, Mobile App, Green Halo Integration, Civic Insight Integration, Buildingeye Integration, and others as they come online.

X. On-site or Remote assistance and support for Super Users (From PW, Planning Utilities, Fire, and Building) (20 hours per week)
XI. Other Misc. Activities
a. Work with Project Manager to support the City’s “Open Data” and Accela’s Civic Cloud initiative

CONSULTANT shall provide the following, but not limited to:
a. Respond to inquiries within 24 hours
b. Support via phone, MS Teams, other remote alternatives and onsite, if needed c. Provide a monthly progress report that addresses services provided and reports created in support of the City’s effort to launch most current version of Accela and create management reports
d. Provide the City an approximation of the number of hours it will take to create a report or other project-based efforts and attempt to stay within that estimate prior to implementation.
e. CONSULTANT’S resources shall be available to provide additional support when needed
f. Meet with City Project Manager monthly for an hour or less to address the CONSULTANT ’s progress and performance.

CONSULTANT will provide overall Accela support and maintenance and implement enhancements, deemed necessary by the City. CONSULTANT will establish a process agreed to by City, for the testing and implementation of all changes and enhancements prior to formal rollout. Testing may or may not be by City staff working closely with CONSULTANT .

Tasks 2: Major Projects
CITY may elect to initiate the project below. CONSULTANT and CITY will agree to project details and establish specific work plan and timeline to be completed with the proposed budget in Exhibit B & C.

i. Support implementation of Accela – GIS integration as the City migrates to ESRI GIS platform. (Status: Underway, 20% completion)
ii. Support implementation of Accela Insights dashboards (Status: Not started, 0% completion)
iii. Support implementation of Accela and Open Cities web service integration (Status: Not started, 0% completion)
iv. Support implementation of Long-Range Planning project module (Status: Complete, 100% completion)
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v. Modify Impact Fee calculations as required by newly adopted local and state regulations and enhance efficiency and utility of Planning Impact Fee (PIF) records. (Status:

Underway, 50% completion)
vi. Power BI Report Buildout for Metrics (Status: Underway, 90% completion) vii. Re-evaluate current Mobile Solution implementations (Status: Complete, 100% completion)
viii. Evaluate and track performance metrics for workflow processing times (Status:

Complete, 100% completion)
ix. Contingency (Status: Not started, 0% completion)

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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 timeframe as 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.

Deliverables Schedule
Task 1: Ongoing Support & Maintenance Daily/Ongoing
Task 2: Major Projects
I. Support implementation of Accela – GIS integration as the City migrates to ESRI GIS platform. To Be Determined II. Support implementation of Accela Insights dashboards To Be Determined III. Support implementation of Accela and Open Cities web service integration To Be Determined
IV. Support implementation of Long-Range Planning project module Complete
V. Modify Impact Fee calculations as required by newly
adopted local and state regulations and enhance
efficiency and utility of Planning Impact Fee (PIF) records.

To Be Determined
VI. Power BI Report Buildout for Metrics To Be Determined VII. Re-evaluate current Mobile Solution implementations Complete VIII. Evaluate and track performance metrics for workflow processing times Complete

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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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.

The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Serv ices and Additional Services, including reimbursable expenses, 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:

Deliverables Hours Rate Total
Task 1: Ongoing Support &
Maintenance
1300/year
(5,200
total)
$143.58/hour $746,616.00
Task 1: Ongoing Support &
Maintenance (Amendment No. 1)
1300/year
(2,600
total)
$157.93 $410,618.00
Sub-total Task 1 $1,157,234
Task 2: Major Projects
(Updated for Amendment No. 1)
I. Support implementation of
Accela – GIS integration as
the City migrates to ESRI GIS
platform.
64 $157.93 $10,107.52
II. Support implementation of
Accela Insights dashboards 80 $157.93 $12,634.40
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III. Support implementation of
Accela and Open Cities web
service integration
80 $157.93 $12,634.40
IV. Modify Impact Fee
calculations as required by
newly adopted local and
state regulations and
enhance efficiency and
utility of Planning Impact
Fee (PIF) records.
40 $157.93 $6,317.20
V. Power BI Report Buildout
for Metrics 12 $157.93 $1,895.16
VI. Project Contingency 400 $157.93 $63,172.00
Sub-total Task 2 $106,760.68
Total – Not to Exceed $1,263,994.68

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 expense s. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00

All requests for payment of expenses shall be accompanied by appropriate backup information.

Any expense ant icipated to be more than $500.00 shall be approved in advance by the CITY’s project manager.

ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.

Invoicing Process:

All invoices shall be submitted to the Planning Department’s contract email account at [email protected] to ensure timely payment.

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EXHIBIT “C-1”
SCHEDULE OF RATES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s schedule of rates for Additional Services per Section 4 is as follows:

CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the not to exceed compensation amount as specified in Section 4 of the Agreement.

Title Hourly Rate
Consultant $157.93
Project Manager $173.73
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: December 9, 2024
Report #:2410-3551
TITLE
Approval of Contract Amendment Number 3 to Contract Number S19174467 with BuildingEye, Inc. in the Amount of $59,020 through December 31, 2025 to Provide Data Visualization for Building Permits, Planning Entitlements, and Code Enforcement Activities; This Amendment Results in a Revised Total Contract Not-to-Exceed Amount of $412,430. CEQA Status: Not a Project.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Amendment No. 3 to Contract S19174467 with BuildingEye, Inc. (Attachment A) for additional data visualization for building permits, planning entitlements, and code enforcement activities in an amount not to exceed $59,020. This amendment results in a revised total contract not-to-exceed amount of $412,430 and extends the term by two years.

BACKGROUND
The City utilizes BuildingEye, Inc.'s to provide visualization of data for projects going through building, planning, and code enforcement processes. This service communicates project information to citizens through a mapping interface accessible to the public via any device1.

The existing platform allows the public to search for development activity and register for email notification alerts on new planning, building, or code enforcement records based on neighborhood or a given radius around a chosen property. The map can be filtered by various criteria such as specific addresses, application types, dates, and statuses.

In January 2019, the City approved a general services contract (S19174467) with BuildingEye, Inc. for an initial amount of up to $50,000, as a pilot project to improve public access to development-related data. Amendment No. 12 (approved December 16, 2019) increased the not-to-exceed amount by $179,250 and extended the term by three years, reflecting the 1 City of Palo Alto BuildingEye online platform: https://paloalto.buildingeye.com/planning 2 City Council, December 16, 2019; Agenda Item #6; SR #10774, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2019/id-10774.pdf?t=53242.2
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success of the pilot and an evaluation of service options. At the time, alternative solutions were assessed, but BuildingEye’s unique mapping and public notification features provided the best value to the City and its stakeholders. Amendment No. 23 (approved December 19, 2022) increased the not-to-exceed amount by $123,410 and extended the contract through December 31, 2024. This adjustment accounted for inflationary service costs and ensured continuity during the COVID-19 pandemic and its aftermath, which significantly disrupted staff capacity and the pace of City operations. These circumstances delayed the initiation of the City’s long-term solution—a new internal data visualization platform.

ANALYSIS
Since 2014, BuildingEye has been a valuable resource for development stakeholders, with an estimated 700 unique visitors per month and 3,400 registered users signed up for email alerts.

The platform's modules provide access to planning, building, and code enforcement functions, allowing users to track projects from planning entitlements through building permits and construction, as well as view code enforcement cases.

The City is actively transitioning from BuildingEye to a new, internally developed platform designed to meet the unique and evolving needs of Palo Alto’s development services. This internal platform will provide enhanced data integration, improved reporting capabilities, and greater flexibility to adapt to City-specific workflows and priorities.

Significant progress has been made, including completion of core technical designs and initial system development. However, unforeseen challenges—such as resource constraints during the COVID-19 pandemic and the technical complexity of integrating multiple datasets—have delayed the platform’s launch. Additional time is required to finalize development and ensure a seamless implementation.

Until the new system is operational, BuildingEye’s services remain critical to maintaining current levels of accessibility for the public and stakeholders. The proposed amendment ensures uninterrupted service, avoiding disruptions to residents, businesses, and City staff while the transition work continues.

Given the department’s workload and complexity of transitioning to a new internal tool, it is prudent to continue utilizing BuildingEye’s services for continuity of services to the customer.

Engaging a new vendor through a competitive solicitation process at this stage is impractical as this service will sunset upon completion of the transition to a new. Under Palo Alto Municipal Code (PAMC) 2.30.360(b)(2), the City Manager or their designee has approved an exemption from competitive solicitation due to the impracticality to solicit for these services. 3 City Council, December 19, 2022; Agenda Item #10; SR #14950, https://www.cityofpaloalto.org/files/assets/public/v/11/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2022/20221219/20221219pccsm-amendedtime.pdf Item 10
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FISCAL/RESOURCE IMPACT
Funding for this service is available in the FY 2025 Adopted Operating Budget. Costs are offset by revenue from planning and permit fees.

STAKEHOLDER ENGAGEMENT
Currently, the three modules of BuildingEye generate an average of over 700 unique visitors and 9,300 searches per month, and the general feedback for the convenience and ease of use have been overwhelmingly positive.

ENVIRONMENTAL REVIEW
This contract amendment is not a project pursuant to CEQA Guidelines Section 15378.

ATTACHMENTS
Attachment A: BuildingEye Contract, S191774467, Amendment #3 APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 10
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AMENDMENT NO. 3 TO CONTRACT NO. S19174467

BETWEEN THE CITY OF PALO ALTO AND
BUILDINGEYE, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. S19174467 (the “Contract” as defined below) is entered into as of December 12, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUILDINGEYE, INC., a Delaware corporation, located at 100 Pine Street, #1250, San Francisco, CA, 94111 (“CONTRACTOR”). CITY and CONTRACTOR 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 visualization of data for projects going through or in the building, planning and code enforcement processes at the CITY and to communicate this information to citizens through a mapping interface, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the term by two years to December 31, 2025 and increase compensation by $59,020, from $353,410.00 to $412,430

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 Contract No. S19174467 between CONSULTANT and CITY, dated January 15, 2019, as amended by:

Amendment No.1, dated December 16, 2019
Amendment No. 2, dated December 12, 2022

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 3. TERM of the Contract is hereby amended to read as follows:

“3. TERM
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SECTION 3 . Section 5. COMPENSATION FOR ORIGINAL TERM of the Contract is hereby amended to read as follows:

“5. COMPENSATION FOR ORIGINAL TERM CITY shall pay and CONTRACTOR agrees to accept as not- to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to Exceed a total maximum compensation amount of Four Hundred Twelve Thousand Four Hundred Thirty Dollars ($412,430).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to 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”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “C” entitled “COMPENSATION”, 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.

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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

BUILDINGEYE, INC.

Officer 1

By:

Name: Ronan Barrett
Title: President & CEO

Attachments:

Exhibit “B” SCHEDULE OF PERFORMANCE, AMENDED, REPLACES PREVIOUS Exhibit “C” COMPENSATION, AMENDED, REPLACES PREVIOUS
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EXHIBIT “B”

SCHEDULE OF PERFORMANCE
(AMENDED, REPLACES PREVIOUS)

CONSULTANT shall perform the Services to complete each task as specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of CONSULTANT and CITY so long as all work is completed within the term of the Agreement.

Task Complete Days or Weeks from NTP

1. Integration for continuity of service Daily

2. Front-end design & Mapping Interface Daily

3. Filter tools Daily

4. Scorecard Daily

5. Email account / alerts Daily

6. Data supply Daily

7. Hosting Daily

8. Access to Source Data Daily
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EXHIBIT “C”

COMPENSATION
(AMENDED, REPLACES PREVIOUS)

CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below.

CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:

Consultant shall invoice the CITY for all fees covering the timeline and schedule below. Agency shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. City is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on Consultant’s income and taxable property. On the anniversary of the term, unless otherwise agreed an increase of 5% is applied to each renewal.

Module Term No. of Months Amount
Building September 2018 to December 2019 16 $20,000.00
Planning November 2018 to December 2019 14 $17,500.00
Code Enforcement March 2019 to December 2019 10 $12,500.00 TOTAL: $50,000.00

Annual Subscription Fees

Description Fee
buildingeye Module - Each $15,000.00 / annual
$1,250 / month

EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:

Description Hourly Rate
Bespoke Development Services $199.00

ADDITIONAL SERVICES Messaging capacity is limited to 50,000 messages. After the 50,000 limit is reached, the messaging frequency will be limited or an additional pre-approved charge for the additional capacity is as follows:

Description Cost
Each additional 10,000 messages $19.00

TERMS In general, payment terms are NET 30 Days from date of signing/order/invoice, whichever is earlier.

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AMENDMENT ONE
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below.

CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:

Module Term No. of Months Amount

Building

January 2020 to December 2022

36 $49,750
(3 yrs Annual Subscription)

Planning

January 2020 to December 2022

36 $49,750
(3 yrs Annual Subscription)

Code Enforcement

January2020 to December 2022

36 $49,750
(3 yrs Annual Subscription)
TOTAL: $149,250.00

Description Cost
Each additional 10,000 messages $20.00
Not to exceed Total: $30,750.00

Breakdown by year
Module 2020 2021 2022 Total Jan 2020 – Dec 2022

Building

$15,750

$16,500

$17,500

$49,750

Planning

$15,750

$16,500

$17,500

$49,750
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Code Enforcement

$15,750

$16,500

$17,500

$49,750

Additional Services

$10,250

$30,750
TOTAL: $57,500 $59,750 $62,750 $180,000

AMENDMENT TWO
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:

Module Term No. of Months Amount

Building

January 2023 to December 2024

24 $35,770
(2 yrs Annual Subscription)

Planning

January 2023 to December 2024

24 $35,770
(2 yrs Annual Subscription)
Code
Enforcement

January 2023 to December 2024

24 $35,770
(2 yrs Annual Subscription)
TOTAL: $107,310
Annual Subscription Fees

Description Fee
AgencyCounter Module - Each $17,885.00 / annual
$1,490 / month
EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:

Description Hourly Rate
Project Management, Development, Service and Oversight – Blended Cost
$249.00

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AMENDMENT THREE
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and Consultant agrees to accept as total compensation the following:

Module Term No. of
Months
Amount

Building

January 2025 to December 2025

12 $17,885
(1 yr Annual
Subscription)

Planning

January 2025 to December 2025

12 $17,885
(1 yr Annual
Subscription)
Code
Enforcement

January 2025 to December 2025

12 $17,885
(1 yr Annual
Subscription)
SUBTOTAL: $53,655
10%
Contingency
$5,365
TOTAL $59,020
EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows:

Description Hourly Rate
Project Management, Development, Service and
Oversight – Blended Cost
$249.00

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: December 9, 2024
Report #:2410-3658
TITLE
Approval of 1) Amendment No. 7 to Contract No. C16163034A with Cumming Management Group, Inc. in the amount of $827,418 for Additional Construction Management Services; 2) Increase of Construction Contingency for Contract No. C21178123B with Swinerton Builders in the Amount Not-to-Exceed $3,000,000 for the New Public Safety Building Capital Improvement Program Project (PE- 15001); and 3) Budget Amendment in the Capital Improvement Fund; CEQA - Environmental Impact Report for the New Public Safety Building (Resolution No. 9772)

RECOMMENDATION
Staff recommends that Council:

1. Approve and authorize the City Manager or their designee to execute Amendment No. 7 to Contract No. C16163034A with Cumming Management Group, Inc. to add $827,418, increasing the not to exceed amount to $10,475,243 for Construction Management Services for the New Public Safety Building project (PE-15001);

2. Approve an increase of construction contingency for Contract No. C21178123B with Swinerton Builders in an amount not-to-exceed $3,000,000, for a total contract contingency amount not to exceed $13,392,800; and

3. Amend the Fiscal Year 2025 Budget Appropriation for the Capital Improvement Fund by (requires a 2/3 vote):
a. Decreasing the Capital Fund Infrastructure Reserve by $3,800,000; and b. Increasing the New Public Safety Building project (PE-15001) appropriation by $3,800,000.

BACKGROUND
The New Public Safety Building (PSB) (PE-15001) is one of ten key projects included in the 2014 Council Infrastructure Plan. The PSB was identified as the plan’s highest priority project, and its environmental impacts were analyzed with the 350 Sherman Avenue parking garage project for the purposes of complying with the California Environmental Quality Act (CEQA). The parking garage opened in December 2020. On February 1, 2021, Council approved the award of the Item 11
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construction contract for the PSB to Swinerton Builders (Swinerton) and authorized execution and delivery of one series of Certificates of Participation (COPs) in an amount not to exceed $120 million to finance PSB construction; ultimately, only $101 million in debt was issued.1

On June 13, 2016, Council authorized a contract with Nova Partners, Inc. (Nova) for program management and construction management services for the Infrastructure Plan projects implementation.2 On November 27, 2017, Amendment No. 1 to Nova’s contract added construction management services for the Fire Station #3 replacement project.3 On February 21, 2018, Amendment No. 2 to Nova’s contract updated the hourly rate schedules for years 2018 and 2019. On December 10, 2018, Amendment No. 3 to Nova’s contract added construction management, special inspection and testing for the California Avenue Parking Garage.4 On February 1, 2021, Amendment No. 4 to Nova’s contract added the construction management, special inspection and testing for the PSB.5 On July 31, 2023, Amendment No. 5 to Nova’s contract extended the time of the contract through January 2024. On February 26, 2024, Amendment No. 6 to Nova’s contract extended the time of the contract through July 31, 2025 and added additional construction management, special inspection, and testing for the PSB.6

In July 2024, Nova merged with Cumming Management Group, Inc. (“CMGI”) and CMGI assumed all duties and obligations of Nova.

In addition to the initial construction contingency of $8,395,300 for the Swinerton contract, Council approved an additional $1 million on June 17, 20247 and $1 million on October 21, 20248, for a total of $2 million in additional construction contingency for Swinerton.

1 City Council, February 1, 2021; Agenda Item #3, SR #11752 https://portal.laserfiche.com/Portal/DocView.aspx?id=97913&repo=r-704298fc 2 City Council, June 13, 2016; Agenda Item #5, SR #6809 https://portal.laserfiche.com/Portal/DocView.aspx?id=51191&repo=r-704298fc 3 City Council, November 27, 2017; Agenda Item #7, SR #8561 https://portal.laserfiche.com/Portal/DocView.aspx?id=50867&repo=r-704298fc 4 City Council, December 10, 2018; Agenda Item #15, SR #9688 https://portal.laserfiche.com/Portal/DocView.aspx?id=99464&repo=r-704298fc 5 City Council, February 1, 2021; Agenda Item #3, SR #11752 https://portal.laserfiche.com/Portal/DocView.aspx?id=97913&repo=r-704298fc 6 City Council, February 26, 2024; Agenda Item #6, SR #2310-2130 https://portal.laserfiche.com/Portal/DocView.aspx?id=70485&repo=r-704298fc 7 City Council, June 17, 2024; Agenda Item #17, SR #2404-2929 https://portal.laserfiche.com/Portal/DocView.aspx?id=73965&repo=r-704298fc 8 City Council, October 21, 2024; Agenda Item #10, SR #2410-3550 https://portal.laserfiche.com/Portal/DocView.aspx?id=103789&repo=r-704298fc Item 11
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ANALYSIS
The PSB is one of the most complex projects that the City has constructed to date. Given its complexity, since the PSB construction contract was awarded in early 2021, there have been change orders addressing issues of unforeseen site conditions, owner requested changes, design clarifications, and required changes due to the authorities having jurisdiction, which are agencies that are responsible for enforcing codes and regulations. In addition, since change order costs are based on current construction costs rather than bid amounts, the significant escalation of construction costs since award of the construction contract has impacted the project and the use of contingency.

Due to the length of time it has taken to construct the PSB, additional funding is needed for the construction manager, CMGI. Staff recommends approval of Amendment No. 7 (Attachment A) to the contract with CMGI, which provides additional funding for continued construction management services including project close-out through April 2025. Specifically, it includes funding for four scopes of work including construction management services (performed by CMGI), specialty scheduling services (performed by Rowecon, LLC.), special testing & inspection services (performed by Consolidated Engineering Laboratories), and Photo-Documentation (performed by Multi-Vista). This contract amendment includes $752,198 for base services and $75,220 for additional services.

Since June 2024, Council has approved $2 million in additional contingency for the PSB construction contract beyond the initial $8,395,300 contingency. As of November 2024, that contingency has been nearly fully used on multiple change orders including smoke control for the detention area, sally port coiling doors, and a number of other items needed to address code compliance and American with Disabilities Act (ADA) matters that are required to receive a Temporary (initial) Certificate of Occupancy (TCO). Staff expects to receive a TCO in December and an additional $3,000,000 is recommended to provide enough contingency authorization to continue to evaluate and process valid change orders for work already completed and work required for TCO as the project nears completion.

FISCAL/RESOURCE IMPACT
Staff recommends increasing the Fiscal Year 2025 budget appropriation for the New Public Safety Building project (PE-15001) by $3,800,000 using the Capital Fund Infrastructure Reserve to award the attached contract amendment and to provide additional contingency to the construction contract. Staff presented the FY 2024 Annual Comprehensive Financial Report (ACFR) and Year-End budget adjustments in various funds9. In the ACFR, staff recommended that the amount above the 18.5% target for the General Fund Budget Stabilization Reserve (BSR) be allocated to the Capital Fund Infrastructure Reserve ($3.0 million) and the Budget 9 December 3, 2024 Finance Committee, Item #1B:
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Uncertainty Reserve ($5.9 million). Consistent with current practice, the budget actions to allocate BSR funds above the 18.5% target level will be included in the FY 2025 Mid-Year Revenue (February 2025). General fund savings of $3 million will be transferred to the Capital Improvement Fund during Fiscal Year 2025 midyear covering the majority of this recommended budget amendment to PSB. If the budget amendment is approved, the revised PSB project budget (without salaries and benefits) will be $119,432,064.

STAKEHOLDER ENGAGEMENT
Public Works has coordinated with key staff from departments whose operations will be dependent upon the PSB.

ENVIRONMENTAL REVIEW
An Environmental Impact Report for the PSB and the New California Avenue Area Parking Garage was prepared and certified by Council on June 11, 2018 (ID #8967), by adoption of Resolution No. 9772.10

ATTACHMENTS
Attachment A: Cumming Management Group, Inc. Contract No. C16163034A Amendment No. 7 APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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AMENDMENT NO. 7 TO CONTRACT NO. C16163034A

BETWEEN THE CITY OF PALO ALTO AND
CUMMING MANAGEMENT GROUP, INC.

This Amendment No. 7 (this “Amendment”) to Contract No. C16163034A (the “Contract” as defined below) is entered into as of December 2, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CUMMING MANAGEMENT GROUP, , INC. , a California corporation, located at 25220 Hancock Avenue, Suite 440 , Marietta, CA 92562 (“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 Parties hereto for the provision of providing Project and Program Management Services to complete the infrastructure plan for nine major projects approved by City Council in 2014 (“Project”), as detailed therein.

B. The CITY and NOVA Partners, Inc. entered into the Contract (defined below). Pursuant to the Consent to Novation (detailed below) executed between NOVA Partners, Inc., Cumming Management Group, Inc., and CITY, wherein Cumming Management Group, Inc. was transferred the obligations of the CONSULTANT under the Contract and Cumming Management Group, Inc. thereby became the CONSULTANT under the Contract.

C. The Parties entered into Amendment No. 1 to add Construction Management (CM) services for the Fire Station 3 Replacement Project to the scope of services and to increase the compensation by Three Hundred Fifty-Nine Thousand Two Hundred Sixty-Four Dollars ($359,264) from Four Million Two Hundred Thousand Four Hundred Seventy-One Dollars ($4,200,471) to Four Million Five Hundred Fifty -Nine Thousand Seven Hundred Thirty-Five Dollars ($4,559,735), as detailed therein.

D. The Parties entered into Amendment No. 2 to include the Hourly Rate Schedule for years 2018 and 2019, as detailed therein.

E. The Parties entered into Amendment No. 3 to add Construction Management (CM) services for the New California Avenue Area Parking Garage Project to the scope of services and to increase the compensation by One Million Two Hundred Forty-Nine Thousand One Hundred Ninety-Three Dollars ($1,249,193), from Four Million Five Hundred Fifty-Nine Thousand Seven Hundred Thirty-Five Dollars ($4,559,735) to a new not-to-exceed amount of Five Million Eight Hundred Eight Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928), as detailed therein.

F. The Parties entered into Amendment No. 4 to add Construction Management (CM) services for the New Public Safety Building Project to the scope of services and to increase the compensation by Three Million Seventy-One Thousand Nine Hundred Seventy-Eight Dollars ($3,071,978), from Five Million Eight Hundred Eight Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928) to a new total not-to-exceed amount of Eight Million Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906), as detailed therein.

G. In accordance with Palo Alto Municipal Code section 2.30.290, the Parties entered into Amendment No. 5 to extend the contract term for six months, through January 31, 2024 at no additional cost to the City, as detailed therein.

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H. T he Parties entered into Amendment No. 6 to extend the contract term for eighteen months through July 31, 2025 and increase compensation by Seven Hundred Sixty-Six Thousand Nine Hundred Nineteen Dollars ($766,919) from Eight Million Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906) to a new not-to-exceed amount of Nine Million Six Hundred Forty-Seven Thousand Eight Hundred Twenty-Five Dollars ($9,647,825) in order to provide continued services to manage the Public Safety Building, as detailed therein.

I. The Parties now wish to amend the Contract to increase compensation by Eight Hundred Twenty- Seven Thousand Four Hundred Eighteen Dollars ($827,418) from Nine Million Six Hundred Forty-Seven Thousand Eight Hundred Twenty -Five Dollars (9,647,825) to a new not -to-exceed amount of Ten Million Four Hundred Seventy-Five Thousand Two Hundred Forty-Three Dollars ($10,475,243) in order to provide continued services to manage the Public Safety Building, 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 Contract No. C16163034A between CONSULTANT and CITY, dated June 13, 2016, as assigned to Cumming Management Group, Inc . pursuant to the Consent to Novation to Contract No. C1616034A between NOVA Partners, Inc., Cumming Management Group, Inc., and CITY, wherein Cumming Management Group, Inc. was transferred the obligations of the C ONSULTANT under the Contract and Cumming Management Group, Inc thereby became the CONSULTANT under the Contract, as amended by:

Amendment No.1, dated November 27, 2017
Amendment No.2, dated February 21, 2018
Amendment No.3, dated December 10, 2018
Amendment No.4, dated February 1, 2021
Amendment No.5, dated July 31, 2023
Amendment No. 6, dated February 26, 2024

a. 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 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 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 Nine Million Five Hundred Twenty-Two Thousand Nine Hundred Forty-Eight Dollars ($9,522,948) . The hourly schedule of rates, if applicable, is set out in Exhibit “C-1,” entitled “SCHEDULE OF RATES,” Exhibit “C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,” or Exhibit “C -3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as applicable. 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.

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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 Nine Hundred Fifty-Two Thousand Two Hundred Ninety-Five Dollars ($952,295) 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 Ten Million Four Hundred Seventy-Five Thousand Two Hundred Forty-Three Dollars ($10,475,243), 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,” entitled “SCOPE OF SERVICES”; Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”; Exhibit “A-2”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 3, ADDED”; and Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 4, ADDED” (collectively, also referred to in this Agreement as the “Basic Services”). 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,” entitled “SCHEDULE OF RATES”, Exhibit “C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,” or Exhibit “C -3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as applicable, or a negotiated lump sum provided such a sum is less costly to the CITY.

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 3. 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 “EXHIBIT B -3 SCHEDULE OF PERFORMANCE, AMENDMENT N O. 7”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “ C” entitled “ EXHIBIT C COMPENSATION, AMENDMENT NO. 7” , AMENDED, REPLACES PREVIOUS.

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SECTION 4. 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 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

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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

CUMMING MANAGEMENT GROUP,
INC.

Officer 1

By:___________________________

Name:________________________

Title:__________________________

Officer 2

By:____________________________

Name:_________________________

Title:___________________________

Attachments:

Exhibit “B” entitled “ EXHIBIT B-3 SCHEDULE OF PERFORMANCE, AMENDMENT No. 7 ”, (AMENDED, REPLACES

PREVIOUS)
Exhibit “C” entitled “EXHIBIT C COMPENSATION, AMENDMENT NO. 7” (AMENDED, REPLACES PREVIOUS) Docusign Envelope ID: 3615B75B-1C32-42B9-8594-5A2B0F7AFCB0 Senior Vice President
Robert Olson, Senior Vice President
CFO
A. Al Jajeh, CFO
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EXHIBIT “B-3”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 7
(AMENDED-REPLACES PREVIOUS)

CONSULTANT shall commence performance of Task 5.3 (Construction Management Services for the New Public Safety Building) of Exhibit “A-3”, upon issuance of Notice to Proceed through the duration of the project unless earlier terminated by CITY in its sole discretion. For information purposes, Task 5.3 is expected to be performed from January 1, 2021 through December 31, 2025 and consist of a total duration of 60 months from commencement of construction; however, that timeframe may be modified by CITY as project needs require.

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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 7
(AMENDED, REPLACES PREVIOUS)

The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the schedule of rates attached as Exhibit “C-1”, Exhibit “C-2”, and/or Exhibit “C-3,” as applicable, 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 specified reimbursable expenses, and the total compensation for Additional Services, do not exceed the amounts set forth in Section 4 of this Agreement.

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 up to the not-to-exceed amount of: $36,000. Expenses for which CONSULTANT shall be reimbursed are:

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

B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.

All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY’s project manager.

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BUDGET SCHEDULE: NOT-TO-EXCEED COMPENSATION
BASIC SERVICES Year 1 Year 2 Year 3 Amend 4 Amend 6 Amend 7 Total Task 1.1: Project
Management,
Planning, and
Coordination (Projects
1-9)
$140,898 $140,898 $140,898 $0 $0 $0 $422,694
Task 1.2: Project
Management System
(Projects 1-9)
$175,000 $100,000 $100,000 $0 $0 $0 $375,000
Task 2: Acquisition and
management of project
consultants (Projects 1-
3)
$144,975 $144,975 $144,975 $0 $0 $0 $434,925
Task 3:

Design/Document
reviews (Projects 1-3)
$206,762 $206,762 $206,762 $0 $0 $0 $620,286
Task 4: Pre-
Construction services
(Projects 1-3)
$283,650 $283,650 $283,650 $0 $0 $0 $850,950
Task 5.1: Construction
Management services
for Fire Station 3
Replacement
$0 $326,604 $0 $0 $0 $0 $326,604
Task 5.2: Construction
Management services
for New California
Avenue Area Parking
Garage
$0 $0 $1,135,630 $0 $0 $0 $1,135,630
Task 5.3: Construction
Management services
for New Public Safety
Building
$0 $0 $0 $2,792,707 $697,199 $752,198 $4,242,104
Task 6: Budget and
schedule management
(Projects 1-9)
$63,985 $63,985 $63,985 $0 $0 $0 $191,955
Task 7.1: On-call
services for
Transportation Projects
$333,400 $253,400 $0 $0 $0 $0 $586,800
Task 7.2: On-call
services (allowance)
$100,000 $100,000 $100,000 $0 $0 $0 $300,000
TOTAL BASIC SERVICES $1,448,670 $1,620,274 $2,175,900 $2,792,707 $697,199 $752,198 $9,486,948

REIMBURSABLE

EXPENSES
$12,000 $12,000 $12,000 $0 $0 $0 $36,000

TOTAL BASIC SERVICES

AND REIMBURSABLES
$1,460,670 $1,632,274 $2,187,900 $2,792,707 $697,199 $752,198 $9,522,948

ADDITIONAL SERVICES
10% OF ABOVE
$146,067 $163,227 $218,790 $279,271 $69,720 $75,220 $952,295

TOTAL NOT-TO-EXCEED
AMOUNT
$1,606,737 $1,795,501 $2,406,690 $3,071,978 $766,919 $827,418 $10,475,243

Docusign Envelope ID: 3615B75B-1C32-42B9-8594-5A2B0F7AFCB0 Item 11
Attachment A - Cumming
Management Group, Inc.

Contract No. C16163034A
Amendment No. 7

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: December 9, 2024
Report #:2408-3322
TITLE
Approval of a Cooperative Agreement between the City of Palo Alto, the Peninsula Corridor Joint Powers Board (Caltrain), and the Santa Clara Valley Transportation Authority (VTA) to Conduct the Preliminary Engineering and Environmental Documentation Phase of the Connecting Palo Alto Grade Separation Projects at Churchill Avenue, Meadow Drive, and Charleston Road Crossings and Allocating $20 million in Grant Funding to this Phase, and authorize the City Manager or their designee to Finalize and Execute the Agreement; CEQA status - CEQA and NEPA review will be conducted as part of this agreement.

RECOMMENDATION
The Rail Committee and staff recommend that the City Council approve the Cooperative Agreement between the City of Palo Alto, the Peninsula Corridor Joint Powers Board (PCJPB/Caltrain), and the Santa Clara Valley Transportation Authority (VTA) for the Preliminary Engineering and Environmental Documentation of Grade Separations at Churchill Avenue, Meadow Drive, and Charleston Road; and authorize the City Manager or their designee to finalize and execute the agreement. The Rail Committee reviewed the scope of work and voted 3-0 on November 19, 2024 to recommend that the Council approve it as part of this agreement.

The Cooperative Agreement is for the Caltrain to be the lead implementing agency for developing preliminary engineering and environmental documentation, and VTA to provide contribution funding of $14.0 million from the 2016 Measure B grade separation funding for the three crossings. The remaining $6.0 million of the project funding will come from the Federal Railroad Administration’s Rail Crossing Elimination Program grant awarded to the City to provide a total of $20 million towards this phase.

EXECUTIVE SUMMARY
The Connecting Palo Alto Rail Grade Separation Project involves working on the active railroad crossings owned and operated by the Peninsula Corridor Joint Powers Board (Caltrain). Caltrain, therefore would be the lead implementing Authority for the project within the Peninsula Item 12
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Corridor Joints Power Board (PCJPB) right-of-way. On June 10 and June 18, 2024, the City Council selected alternatives and directed the staff to advance Churchill Avenue, Meadow Drive, and Charleston Road grade crossing projects into the Preliminary Engineering and Environmental Documentation (PE&ED) Phase. In addition, the Council directed these alternatives to be evaluated at earlier development of this phase to seek ways to reduce right-of-way impacts and to optimize bicycle and pedestrian facilities.

A cooperative agreement with Caltrain/PCJPB, VTA, and City is a necessary instrument that will provide the framework for funding and performing this work. Caltrain will lead efforts for preliminary engineering design and environmental clearances required for the project. VTA is providing a majority of the funding for this Phase through a $14 million grant using Measure B funds. The City will collaborate with Caltrain in community engagement & outreach efforts, and provide technical and community input, and seek needed reviews and approvals through the Rail Committee and the Council as Caltrain proceeds with this Phase. Staff and the Rail Committee recommend the City Council approve this Cooperative Agreement between three agencies and authorize the City Manager or their designee to finalize and execute the agreement.

BACKGROUND & ANALYSIS
Rail Grade Separation at crossings in Palo Alto along the Caltrain corridor has been an ongoing project. Over the past several years, the City has been working on developing conceptual plans to review various alternatives for rail grade separations at the three crossings of Churchill Avenue, Meadow Drive, and Charleston Road. With the support of consultants and community input, project alternatives were developed and reviewed with the goal of selecting the preferred alternative for grade separation at these crossings.

The Citizen Advisory Panel (CAP) was created in 2018 to advise staff and consultants on developing alternatives, improving community outreach, and communications efforts, and the Expanded Community Advisory Panel (XCAP) was created in 2019 for the evaluation of the Connecting Palo Alto railroad grade separation alternatives at the three crossings of Churchill Avenue, Meadow Drive, and Charleston Road. In 2021 after receiving XCAP recommendations, the City Council selected the preferred alternative and backup alternative for Churchill Avenue and narrowed alternatives in consideration to the three alternatives at Meadow Drive and Charleston Road. In addition, the council directed staff to perform additional studies to further assist the review of the alternatives in consideration for the selection of preferred alternative(s) and reinitiated the Rail Committee.

After reviewing various studies and refinements to the alternatives, the Rail Committee on May 23, 2024 (Staff Report # 2404-29521) recommended the City Council to proceed with the 1 Rail Committee, May 23, 2024; Item 1, Action Item, SR# 2404-2952 https://portal.laserfiche.com/Portal/DocView.aspx?id=72109&repo=r-704298fc Item 12
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following to advance into the early phase of the Preliminary Engineering and Environmental Documentation phase.
•For Churchill Avenue Crossing: Selected the Seale Avenue bicycle and pedestrian crossing location as part of the partial underpass alternative. •For Meadow Drive and Charleston Road Crossings; recommended to proceed with two alternatives; the Hybrid and Underpass alternatives.

The committee also recommended refining these alternatives to reduce right-of-way impacts and improve bicycle and pedestrian facilities.
a. Seek ways to reduce property impacts
b. Optimize bike/pedestrian crossings
i. Where feasible, improve connections to bike infrastructure beyond the study area to improve the network
ii. Improve connection to Park Blvd and explore modifications/refinements to the Bike Blvd, along Park Blvd to improve the overall bike network iii. Further refine the traffic circle on Charleston Road to reduce the property impacts
c. Refine construction impacts to better understand possible mitigations needed during the lengthy construction process.

The City Council after reviewing the Rail Committee recommendation and community input at its June 10, 2024 (Staff Report 2402-25972) and June 18, 2024 (Staff Report 2406-31693) meeting directed staff to advance these recommended alternatives into the Preliminary Engineering and Environmental Documentation phase of the project development.

Since Caltrain will be leading efforts for preliminary engineering design and environmental clearances required for the project, a cooperative agreement with Caltrain/PCJPB, VTA, and City is a necessary instrument that will provide the framework for performing this work. Staff from the City, Caltrain, and VTA worked to develop a cooperative agreement that includes the scope, responsibilities, funding, and timeline for the next phase.

The scope detailed in this agreement includes developing plans to an initial 15% design level.

The development of the design plans will involve efforts to reduce right-of-way impacts, enhance bicycle and pedestrian connectivity, optimize infrastructure improvements for the partial underpass and underpass alternatives at the three crossing locations, and minimize the impacts of the traffic circle/roundabout on the Charleston Road in the Charleston Road underpass alternative. During this initial phase, community and stakeholders will be conducted 2 City Council , June 10, 2024; Item 13, Action Item, SR# 2402-2957 https://portal.laserfiche.com/Portal/DocView.aspx?id=72813&repo=r-704298fc 3 City Council , June 18, 2024; Item AA3, Action Item, SR# 2406-3169 https://portal.laserfiche.com/Portal/DocView.aspx?id=73959&repo=r-704298fc Item 12
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to support the Rail Committee’s review and the Council’s selection of the locally preferred alternatives. This phase is anticipated to be completed in early 2026.

After this initial review and direction, the project will proceed toward developing a 35% design for the selected locally preferred alternatives at each of these crossings. Concurrently, the project will also include developing environmental documentation in compliance with Federal (NEPA) and California (CEQA) requirements. Additional outreach will be conducted during this stage of environmental documentation to seek appropriate NEPA and CEQA clearances. This phase is anticipated to be completed by the fall of 2027.

The agreement is included as Attachment A. Caltrain will primarily be leading the majority of the work in this phase in collaboration with City Staff. The Rail Committee reviewed the scope of work of this Agreement at its November 19, 2024 (Staff Report 2407-32084) Committee meeting and voted 3-0 to recommend it for approval to the City Council. Staff is now seeking the City Council review and approval of this Cooperative Agreement. The agreement is subject to final approval by the VTA and PCJPB. City Manager or their design will review and accept any minor edits to finalize and execute the agreement.

FISCAL/RESOURCE IMPACT
Funding for these projects is programmed in the 2024-2028 Capital Improvement Plan in the Meadow Drive and Charleston Road (PL-24000) and Churchill Avenue (PL-24001) Rail Grade Separation and Safety Improvements projects. The total anticipated cost for the Preliminary Engineering and Environmental Documentation Phase is estimated at $20 million. The Federal Railroad Administration grant will fund 30% of the cost up to $6.0 million and the remaining $14 million is funded through Santa Clara County Measure B Grade Separation funding. A majority of the funding will be to pay Caltrain and its consultants to do the preliminary engineering and environmental review work. Some of the funding will be used by the City to perform its part of the scope of work, which includes conducting community outreach and engagement efforts, developing and coordinating input from City departments and seek needed reviews and approvals through the Rail Committee and the Council for the project. This cooperative agreement between the City, Caltrain/PCJPB, and VTA will serve to provide $14 million through the Santa Clara Valley Transportation Authority. Funding for possible amendments to the agreement and/or future agreements will be requested through budget amendments as needed or appropriated through the annual budget process.

STAKEHOLDER ENGAGEMENT
The Rail Committee and the City Council meetings are open to the public, offering community members opportunities to provide comments and feedback. The Rail Committee meetings are 4 Rail Committee, November 19, 2024, Item 1, Action Item, SR# 2407-3208 https://portal.laserfiche.com/Portal/DocView.aspx?id=105669&repo=r-704298fc Item 12
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regularly conducted, and their information is posted on the City Calendar. Residents who have subscribed to City Meetings notifications receive notifications about the Rail Committee meetings. Additionally, notifications about the Rail Committee and the City Council meetings are disseminated through the City’s YouTube Channel and City Clerk agenda posting notifications to its subscribers.

Additionally, during the PE & Environmental phase of the project, the City and Caltrain will coordinate on community engagement activities. A comprehensive community engagement plan will be developed to reach out to and involve stakeholders. This outreach will include community workshops, public open houses, and regular updates to various committees and commissions, such as the City’s Rail Committee, VTA Ad Hoc Grade Separation meeting, and Caltrain TOPS Committee. The project will be brought to the City Council for review and directions at key decision points. Caltrain will be leading efforts in developing and overseeing the community engagement plan in collaboration with the City Staff.

ENVIRONMENTAL REVIEW
The proposed agreement will conduct an environmental review pursuant to CEQA and NEPA requirements of the grade separation alternatives.

ATTACHMENTS
Attachment A: Cooperative Agreement between VTA, Caltrain and City of Palo Alto for Preliminary Engineering & Environmental Review Phase for Grade Separation Projects at Churchill Avenue, Meadow Drive, and Charleston Road.

APPROVED BY:

Philip Kamhi, Chief Transportation Official
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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24

COOPERATIVE AGREEMENT

BETWEEN

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY,

CITY OF PALO ALTO,
AND

PENINSULA CORRIDOR JOINT POWERS BOARD
FOR

THE PRELIMINARY ENGINEERING AND ENVIRONMENTAL CLEARANCE PHASES OF THE

CHURCHILL AVENUE, MEADOW DRIVE AND CHARLESTON ROAD GRADE SEPARATION

PROJECTS
THIS COOPERATIVE AGREEMENT (“AGREEMENT”) is made and entered into by and between the CITY OF PALO ALTO ("CITY"), SANTA CLARA VALLEY TRANSPORTATION AUTHORITY ("VTA"), and the PENINSULA CORRIDOR JOINT POWERS BOARD (“PCJPB”), as of the last date of signature set forth on the signature lines below and effective as of November 1, 2024 (“EFFECTIVE DATE”). Hereinafter, each of which may be individually referred to as "PARTY" or collectively referred to as "PARTIES".

I. RECITALS

1. WHEREAS, the PCJPB is a public agency existing under the laws of the State of California and operates commuter rail passenger service (“Caltrain”) along a seventy-seven (77) mile route between San Francisco and Gilroy, California; and

2. WHEREAS, the VTA is a public agency existing under the laws of the State of California and is a member agency of the PCJPB and is authorized to design, fund, and construct transportation improvements in and near the County of Santa Clara; and

3. WHEREAS, CITY is the sponsor of the Connecting Palo Alto (Rail Grade Separation Projects) Program, which includes four Caltrain at-grade crossings within the CITY limits, and is moving forward with the Churchill Avenue, Meadow Drive, and Charleston Road at-grade crossing locations (“PROJECT”) of the Connecting Palo Alto (Rail Grade Separation Projects) Program; and

4. WHEREAS, on November 8, 2016, Santa Clara County voters enacted 2016 Measure B (“2016 MEASURE B”); and

5. WHEREAS, on October 5, 2017, the VTA Board of Directors (i) established the 2016 Measure B Program, which includes a Caltrain Grade Separations program category to fund grade separation projects along the Caltrain corridor in the cities of Sunnyvale, Mountain View, and Palo Alto, separating the Caltrain tracks from roadways to provide increased safety benefits for drivers, bicyclists, and pedestrians and also reduce congestion at the intersections (“GRADE SEP PROGRAM”) and (ii) adopted the 2016 Measure B Caltrain Grade Separations Program Category Guidelines (“GRADE SEP GUIDELINES”), which are attached as Exhibit A; and Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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6. WHEREAS, the implementation of the GRADE SEP PROGRAM Projects will enable Caltrain to operate more frequent service without negatively impacting local traffic while also making rail operations safer by separating rail operations from local streets; and

7. WHEREAS, PCJPB is responsible for the safe and reliable operation of its train service and the passengers who use it, and PCJPB retains responsibility for the final design and construction of GRADE SEP PROGRAM projects occurring on its right of way; and

8. WHEREAS, VTA is responsible for the allocation and use of the 2016 MEASURE B funding for the GRADE SEP PROGRAM projects and provides oversight, guidance, and support throughout all applicable phases of the GRADE SEP PROGRAM projects; and

9. WHEREAS, the GRADE SEP GUIDELINES require that a minimum of ten percent (10%) of the TOTAL PROJECT COSTS must be funded with non-2016 MEASURE B funds (“NON-2016 MEASURE B CONTRIBUTION REQUIREMENT”) For purposes of this AGREEMENT “TOTAL PROJECT COSTS” shall mean the total cumulative dollar amount actually incurred and expended toward the PROJECT by all PARTIES involved, as measured at the completion or termination of the PROJECT; and

10. WHEREAS, CITY is responsible for the provision of NON-2016 MEASURE B CONTRIBUTION REQUIREMENT to sponsor GRADE SEP PROGRAM projects within the CITY; and

11. WHEREAS, CITY has been awarded $6.0 million (six million dollars) in Federal Railroad Administration’s (“FRA”) Rail Crossing Elimination (“RCE”) grant funds towards the Preliminary Engineering and Environmental Clearance phases of PROJECT which is credited toward the NON- 2016 MEASURE B CONTRIBUTION REQUIREMENT; and

12. WHEREAS, this AGREEMENT is intended to delineate the duties and funding responsibilities of the PARTIES for delivery of SCOPE OF WORK for the PROJECT; and NOW, THEREFORE, the PARTIES agree as follows:

II. AGREEMENT

1.PROJECT DESCRIPTION
The Connecting Palo Alto (Rail Grade Separation Projects) Program includes four Caltrain at- grade crossing locations within CITY limits. CITY is moving forward on three of the four locations:

Churchill Avenue, Meadow Drive and Charleston Road (PROJECT). The proposed PROJECT improvements are:

A. Churchill Avenue
The Churchill Avenue Grade Separation project proposes to separate Churchill Avenue from the Caltrain tracks via a partial underpass, with through-traffic on Churchill Avenue no longer allowed at the intersection with Alma Street. A separate pedestrian/bicycle crossing Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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will be provided at Seale Avenue, which will cross under both Alma Street and the Caltrain tracks, emerging at Peers Park and connecting to City streets or an alternative location in the vicinity.

B. Meadow Drive & Charleston Road (Meadow/Charleston)
Due to their proximity to each other, the Meadow Drive and Charleston Road Grade Separation projects are being studied as one project at this time. CITY is currently considering two alternatives.

2.SCOPE OF WORK
The “SCOPE OF WORK” or “SOW” for this AGREEMENT is detailed in Exhibit B to this Agreement, and includes the preliminary engineering and environmental clearance phases for the PROJECT, advancing the PROJECT to 35% design and obtaining environmental clearance through both California Environmental Quality Act (“CEQA”) and National Environmental Policy Act (“NEPA”) as described in further detail in Exhibit B.

The SOW for Churchill Avenue includes developing the bicycle/pedestrian underpass at Seale Avenue, confirming this alternative with the City Council and its Rail Committee, and advancing preliminary engineering to approximately 35 percent (35%) while environmental clearance work is performed concurrently.

The SOW for Meadow Drive/Charleston Road includes advancing preliminary engineering to a mid-point when the CITY will select a locally preferred alternative (“LPA”). Once the LPA is selected, design work will continue to approximately 35% concurrently with environmental clearance work.

3.TERM OF AGREEMENT
The term of this AGREEMENT will commence on the EFFECTIVE DATE and continue until the earliest of: (i) December 31, 2027: (ii) the funds allocated hereunder to PCJPB and CITY for the SOW have been expended entirely; or (iii) termination by CITY, PCJPB or VTA pursuant to Section II, Paragraph 17.

4.ELIGIBLE USE OF FUNDS
a.Eligible Costs. VTA will only reimburse CITY and PCJPB for actual costs directly related to performance of the SOW and in compliance with the requirements of the RCE funding agreement (Exhibit C), including 2 C.F.R. part 200, subpart E, as applicable. For purposes of this AGREEMENT, “ELIGIBLE COSTS” are as described below. No other expenses will be subject to reimbursement as ELIGIBLE COSTS without the prior written approval of VTA. i.Direct Labor costs.

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Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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ii.Travel Expenses. Any travel expense (as described below) must be authorized by VTA and CITY in writing prior to PCJPB, consultants, and contractors incurring them. VTA may deny reimbursement of any travel expense incurred by PCJPB, consultants and contractors prior to VTA and CITY’s written approval. If VTA and CITY approve travel, VTA will reimburse the following types of travel expenses related to the performance of SOW at the following then-current per-diem or lump sum rates:
i. Car Rental: $50/day as set forth by VTA (including all gas and all associated fees);
ii. Flight: The rates set forth as GSA City Pairs Gov’t “YCA” Fare (https://www.gsa.gov/travel/plan-a-trip/transportation-airfare-rates-pov- rates-etc/airfare-rates-city-pair-program );
iii. Food/Beverage and Hotel: The rates set forth as GSA per diem rates (https://www.gsa.gov/travel/plan-book/per-diem-rates ); and iv. Mileage: The rates set forth as GSA mileage allowance (https://www.gsa.gov/travel/plan-book/transportation-airfare-pov- etc/privately-owned-vehicle-pov-mileage-reimbursement-rates). iii.Other Direct Costs. VTA will reimburse parking, tolls, deliveries, printing, plan reproduction, blue print services, any fees required for background checks from iproveit.com and any other expenses directly associated with the SOW at actual cost without markup. CITY or PCJPB must provide appropriate supporting documentation, including detailed receipts. If any of the other direct costs (“ODCs”) described in this paragraph will exceed $500 (five hundred dollars), CITY or PCJPB must receive VTA and CITY’s written approval prior to incurring such expense. VTA may deny reimbursement of any such ODC expense incurred by CITY or PCJPB prior to VTA and CITY’s written approval.
iv.Indirect Costs. VTA will reimburse CITY and PCJPB for indirect costs in accordance with Federal Transit Administration-approved rates and plans. b.Ineligible Costs. Specific “Ineligible Costs” include, but are not limited to the following:
i.Expenses for organizations functions, business services, and information technology including, but not limited to telephone charges, computer costs, CAD machine charges, in-house copying charges, and facsimile charges will not be reimbursed as other direct costs;
ii.Rent and utilities;
iii.Food or beverages (e.g. as part of meetings, workshops, trainings or events); and iv.Alcohol, travel upgrades, fines, memberships, loss of personal property or cash, “no shows,” or personal itinerary changes.

No other categories of expenses will be subject to reimbursement as ELIGIBLE COSTS without the prior written approval of VTA and CITY.
c. Should the eligibility of a cost be questioned, the TWG, as defined below in Section II, Paragraph 10.b.xiv, will determine, in writing, the eligibility of a cost before the cost is Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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incurred. In its performance under this AGREEMENT, all PARTIES will strictly comply with all VTA 2016 MEASURE B program requirements set forth in Exhibit A, attached hereto and incorporated herein.

5.FUNDING
a. Total SCOPE OF WORK Cost.

It is currently anticipated that the cost of performing the SOW, including preliminary engineering and environmental clearance, will not exceed $20,000,000 (twenty million dollars).

The Total SCOPE OF WORK Cost (defined below) will therefore not exceed $20,000,000 (twenty million dollars).

The Total SCOPE OF WORK COST
The “Total SCOPE OF WORK Cost” means the total cumulative dollar amount actually incurred and expended toward the SCOPE OF WORK by all PARTIES involved, as measured at the completion or termination of the SCOPE OF WORK of PROJECT. b. Commitment.
i. VTA’s Financial Contribution for SCOPE OF WORK. VTA shall provide funding hereunder on a reimbursement basis. VTA shall reimburse PCJPB and CITY for ELIGIBLE COSTS actually incurred and paid for by PCJPB and CITY, in an amount not to exceed $14,000,000 (fourteen million dollars) (“MAXIMUM 2016 MEASURE B FUNDING AMOUNT”) for SCOPE OF WORK activities for the PROJECT as follows:
Churchill Avenue: $6,100,000 (six million one hundred thousand dollars) Meadow Drive/Charleston Road: $7,900,000 (seven million nine hundred thousand dollars)
VTA shall reimburse PCJPB for ELIGIBLE COSTS actually incurred and paid for by PCJPB in an amount not to exceed $11,900,000 (eleven million nine hundred thousand dollars) for SOW activities. VTA will use GRADE SEP PROGRAM funds to provide the SCOPE OF WORK funding hereunder.

VTA shall reimburse CITY for ELIGIBLE COSTS actually incurred and paid for by PCJPB or CITY in an amount not to exceed $2,100,000 (two million one hundred thousand dollars) for SOW activities. VTA will use GRADE SEP PROGRAM funds to provide the SCOPE OF WORK funding hereunder.
ii. 2016 MEASURE B Funds Limitation. Notwithstanding any funding obligations set forth in this AGREEMENT, 2016 MEASURE B funds shall not be used to finance more than ninety percent (90%) of the TOTAL PROJECT COSTS.

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iii. Non Measure B Funding (FRA RCE Program Funding) on behalf of the CITY for SCOPE OF WORK. CITY has agreed to contribute up to $900,000 (nine hundred thousand dollars) of RCE funds to be expended on costs incurred by the CITY related to these tasks in the SOW, including, but not limited to, staff time, consultants, materials, tools, and equipment.

CITY shall reimburse PCJPB for ELIGIBLE COSTS actually incurred and paid for by PCJPB in an amount not to exceed $5,100,000 (five million one hundred thousand dollars) of RCE funds for SOW activities. CITY will use RCE funds to provide the SOW funding hereunder.

FRA RCE funding on behalf of the CITY’s is the total contribution is $6,000,000 (six million dollars) towards completion of SCOPE OF WORK (“CITY’s FINANCIAL CONTRIBUTION FOR SCOPE OF WORK”).

Notwithstanding the above, CITY shall be responsible for ensuring the NON-2016 MEASURE B CONTRIBUTION REQUIREMENT is met, which may include, but is not limited to, funding sources including CITY funds, state grants, and federal grants. CITY’s FINANCIAL CONTRIBUTION FOR SCOPE OF WORK under this AGREEMENT shall be credited towards NON-2016 MEASURE B CONTRIBUTION REQUIREMENT for the PROJECT. iv. PCJPB Financial Participation. The PCJPB is not contributing funding to accomplish the SOW. While the PCJPB will make initial payments to consultants and contractors engaged to complete the SOW, subject to reimbursement pursuant to the terms of this AGREEMENT and all applicable requirements in the FRA RCE Agreeement (See Exhibit C), it is the intent of the PARTIES that the CITY and VTA will be responsible for all costs of accomplishing the SOW and PCJPB will bear none of that cost as long as PCJPB meets the requirements of this Agreement and the work is accomplished within the amounts set forth in this Agreement.
c. Cost Savings.

Any cost savings of the MAXIMUM 2016 MEASURE B FUNDING AMOUNT allocated to the SCOPE OF WORK will be carried over to future phases of PROJECT.

Any cost savings of CITY’S FINANCIAL CONTRIBUTION for SCOPE OF WORK will be carried over to future phases of PROJECT, as applicable.
d. Cost Updates.

PCJPB and CITY shall actively monitor actual SCOPE OF WORK expenditures. The final SCOPE OF WORK cost may ultimately exceed current cost estimates. Any cost increases resulting from increased contract prices or changes that require additional funding shall be submitted to CITY and VTA for review in conformance with Section II, Paragraph 6, Insufficient Funding. PCJPB shall not do any work in excess of SCOPE OF WORK budget without authorization and approval of CITY and VTA.

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6.INSUFFICIENT FUNDING
In the event that additional funding is needed to complete the SCOPE OF WORK, the PARTIES will work together to identify opportunities for cost savings and/or to obtain the additional funds necessary to complete the SCOPE OF WORK.

CITY and/or VTA may consider requests for additional funding but are under no obligation to grant such requests. PCJPB is not obligated to complete the tasks within the SCOPE OF WORK unless funding for reimbursement is secured by CITY and/or VTA. If additional funds are required and secured to complete SCOPE OF WORK, funds may be added to cover SCOPE OF WORK completion pursuant to an amendment of this AGREEMENT in conformance with Section II, Paragraph 20(d).

7.REIMBURSEMENT OF SCOPE OF WORK COSTS
VTA will reimburse CITY or PCJPB in an amount of (i) ELIGIBLE COSTS submitted to VTA or (ii) the MAXIMUM 2016 MEASURE B FUNDING AMOUNT, whichever is less. VTA shall reimburse the CITY or PCJPB based on receipt of invoices showing ELIGIBLE COSTS incurred and paid for by PCJPB.

FRA Funding will be used by the CITY to reimburse PCJPB in an amount of (i) ELIGIBLE COSTS submitted to CITY or (ii) $5,100,000 (five million one hundred thousand dollars), whichever is less.

CITY shall reimburse the PCJPB based on receipt of invoices showing ELIGIBLE COSTS under FRA agreement incurred and paid for by PCJPB.

In the event that this AGREEMENT is terminated, as set forth in Section II, Paragraph 17, VTA will not be responsible for and will not reimburse any costs or expenses incurred by PCJPB and CITY after the effective date of termination, except for necessary costs due to consultants and contractors under existing contractual arrangements that pertain to costs incurred to wind-up contracts following their termination, such as the preservation of files and return of project documents. (“WIND-UP COSTS”).

In the event that this AGREEMENT is terminated, as set forth in Section II, Paragraph 17, CITY will not be responsible for and will not reimburse any costs or expenses incurred by PCJPB after the effective date of termination, except for WIND-UP COSTS.

8.INVOICING TO VTA AND CITY
CITY and PCJPB must account for the funds provided to accomplish the SCOPE OF WORK. PCJPB and CITY will submit invoices to [email protected], no more frequently than monthly, for reimbursement of work completed on SCOPE OF WORK. PCJPB must also copy CITY in all reimbursement requests to VTA. Each invoice must include all records, including staff hours, contractors’ invoices, miscellaneous invoices, force account charges, and any other documentation requested by VTA as substantiation for invoices submitted to VTA for reimbursement hereunder. Invoices must be submitted within one year of PCJPB or CITY incurring the cost(s) as substantiation for PCJPB’s or CITY’s invoice.

PCJPB must submit the same invoice packet to VTA and CITY every month, which will include a Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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request for reimbursement to VTA for 70% of ELIGIBLE COSTS and a request to CITY for submission to FRA for 30% of ELIGIBLE COSTS incurred during the same period. PCJPB must provide anticipated funding and scope of work to be performed in the current and subsequent quarter to plan and approrpirate required funding for the cash flow.

PCJPB shall submit invoices to the City to: Grade Separation Project Manager, Office of Transporation, City of Palo Alto, 250 Hamilton Avenue, Palo Alto CA 94301 CITY must submit an invoice packet to VTA every three months for ELIGIBLE COSTS incurred.

All invoices must detail:
a. ELIGIBLE COSTS actually incurred and paid by PCJPB or CITY/FRA, b. Total reimbursement amount (in dollars) requested,
c. Total amount reimbursed by VTA to date, and
d. SCOPE OF WORK tasks or milestones completed for which PCJPB or CITY incurred ELIGIBLE COSTS during the relevant billing cycle and is seeking reimbursement.

VTA shall remit the amount due to the PCJPB or CITY within thirty (30) calendar days of receipt of a complete, fully documented invoice. VTA will not reimburse PCJPB or CITY for any costs that are not ELIGIBLE COSTS.

CITY shall remit the amount due to the PCJPB within thirty (30) calendar days of receipt of a complete, fully documented invoice. CITY will not reimburse PCJPB for any costs that are not ELIGIBLE COSTS.

9.RETURN OF FUNDS
The provisions set forth in this Section II, Paragraph 9 will survive the termination or expiration of this AGREEMENT.

In the event that VTA reimburses costs and later learns that such costs are not ELIGIBLE COSTS, PCJPB or CITY must, no later than thirty (30) business days after receipt of written notice thereof from VTA, return the 2016 Measure B funds for those ineligible SOW costs to VTA.

In the event that CITY reimburses costs and later learns that such costs are not ELIGIBLE COSTS, PCJPB must, no later than thirty (30) business days after receipt of written notice thereof from CITY, return the RCE funds for those ineligible SOW costs to CITY.

10.ROLES AND RESPONSIBILITIES
a. ALL PARTIES
i. PARTIES will comply with 2016 Measure B Complete Streets requirements as approved by the VTA Board of Directors for capital projects and set forth in Exhibit D, attached hereto and incorporated herein, as follows:

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1. Adopt a Complete Streets Resolution containing the nine Complete Streets elements outlined in Exhibit D or adhere to the nine Complete Streets elements outlined in Exhibit D;

2. Apply Complete Streets best practices in development of SCOPE OF WORK; ii. Complete and submit 2016 Measure B Complete Streets Capital Project Checklist as supplied by VTA for each phase of the SCOPE OF WORK; and

1. Upon completion of the SCOPE OF WORK, the submitted close out form, as supplied by VTA, must detail Complete Streets elements provided by the SCOPE OF WORK and, if necessary, explain why Complete Streets infrastructure identified in a local, county, or regional adopted plan was not included in the SCOPE OF WORK.
b. PCJPB
PCJPB will work as the lead implementing agency to deliver the preliminary engineering and environmental clearance phases.

PCJPB’s tasks and responsibilities include:
i. Procure and administer the consultant/contractor services to complete the SCOPE OF WORK in collaboration with VTA and CITY and in accordance with all applicable laws, regulations, and codes, including, but not limited to, the California Public Contract Code and the California Labor Code, and in accordance with the FRA’S RCE requirements as identified in the funding agreement between CITY and FRA as shown in Exhibit C. ii. Develop a Project Management Plan (“PMP”) in conjunction with CITY in accordance with the FRA RCE, as supplied by CITY to PCJPB, and submit the PMP to VTA and CITY. This PMP will also meet the obligations required by the 2016 MEASURE B Program. iii. Submit to VTA the most current version of VTA’s 2016 MEASURE B Complete Streets Checklist for Capital Projects (as supplied by VTA to PCJPB) within ten (15) business days of the the last date of signature set forth on the signature lines of this AGREEMENT. iv. Manage the SOW, including developing and carrying out the SCOPE OF WORK on schedule and within budget.
v. Consult with CITY for review and necessary approvals in seeking any consultant support performing work on the PROJECT.
vi. Provide VTA and CITY copies of draft professional services agreements, including consultant scope of work and deliverables for the SOW; PCJPB must allow VTA and CITY to participate in the selection of any consultant and provide input on final terms of contract(s) between PCJPB and PCJPB’s selected consultant(s). VTA and CITY reserve the Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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right of final approval of all insurance requirements in the contract(s) between PCJPB and the selected consultant(s) and/or contractor(s).
vii. Coordinate work in conjunction with other PARTIES and PCJPB-hired consultants. viii. Designate a project manager (“PCJPB Project Manager”) to function as a liaison to the PARTIES throughout the duration of the AGREEMENT.
ix. By each January 31 st and July 31 st during the term of the AGREEMENT, provide VTA and CITY with written progress updates on the PROJECT, as required by the RCE, including, but not limited to, updates on PROJECT expenditures, any changes in scope, budget and schedule, community engagement outcome, PROJECT status, and any other information requested by the VTA and CITY in a format previously provided to PCJPB. x. Provide VTA and CITY copies of SCOPE OF WORK deliverables including, but not limited to, reports, designs, drawings, plans, specifications, schedules, and other materials. PCJPB will provide VTA and CITY a minimum of thirty (30) calendar days to review and provide comments. VTA and CITY’s comments must be considered in any phase of the SCOPE OF WORK before PCJPB proceeds to next phase. If PCJPB chooses not to incorporate any comment into the SCOPE OF WORK, PCJPB must provide other PARTIES with a written explanation of why such comment was not incorporated. PCJPB will also provide copies of required documents to County of Santa Clara (“COUNTY”) when related to work in COUNTY’s right of way.
xi. Lead the environmental permitting processes and serve as lead agency in CEQA and NEPA compliance.
xiii. Establish a PROJECT third-party stakeholder interaction protocol with PARTIES during the TWG meetings.
xiv. Convene a Technical Working Group (“TWG”) consisting of representatives from CITY, PCJPB and VTA to:
a. Receive, at minimum, quarterly SCOPE OF WORK updates; b. Keep all PARTIES apprised of developments, such as award of contracts or potential changes that may affect the scope, schedule, or budget of the SCOPE OF WORK; and
c. Provide opportunities for input into technical issues and project management and coordination.

The meetings will include updates on outreach efforts pertaining to Caltrain patrons, Caltrain operations, the Caltrain Modernization (CalMod) project and California High Speed Rail (HSR) programs in addition to PROJECT outreach work. PCJPB will invite COUNTY as part of TWG when working on SCOPE OF WORK that is within COUNTY’s right of way. TWG will also determine ELIGIBLE COST questions as set forth in Section II, Paragraph 4, Eligible Use of Funds.

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xv. Attend and assist in SCOPE OF WORK meetings, outside of TWG meetings, as required by VTA and CITY.
xvi. Attend and assist at CITY Council meetings to keep the Council informed and request CITY Council approval of any changes to the PROJECT’s design layout, major features, and urban design elements in the SCOPE OF WORK as set forth in Section 2. xvii. Attend VTA committees, as requested, to present on the PROJECT. xviii. Prepare and provide to VTA SCOPE OF WORK products and supporting documentation upon VTA’s request for the purpose of VTA quality management, quality assurance audits (including 2016 Measure B Performance Audits), and for VTA to provide SCOPE OF WORK oversight in adherence to approved PMP.
xix. Actively monitor actual SCOPE OF WORK expenditures to ensure that the SCOPE OF WORK funds are used to pay only for ELIGIBLE COSTS.
xx. Conduct standard close-out activities for the SCOPE OF WORK, including but not limited to, performing final accounting review and reviewing all contractual requirements. xxi. Submit a written final report (“REPORT”) to VTA and CITY within forty-five (45) business days of SCOPE OF WORK completion. This REPORT must include the following information:
A description of the PROJECT, including a statement detailing any overall progress and success of the SCOPE OF WORK and the PROJECT, a compilation of any data collected during the active phase(s) of the SCOPE OF WORK, and changes/additions to the scope of the PROJECT.
Total SCOPE OF WORK costs, including an accounting of all 2016 MEASURE B funds expended in connection with the PROJECT, and reflecting any unexpended 2016 MEASURE B Funds that may remain.
An explanation and the status of any outstanding or potential issues related to the SCOPE OF WORK.
A discussion of any pertinent issues or problems that arose during the completion of the SCOPE OF WORK.
An estimation of the timeline and cost to complete the remaining work for the PROJECT.
Any other information VTA or CITY may require for inclusion in the REPORT. xxiii. Prepare and update monthly PROJECT Critical Path schedule to VTA and CITY including Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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utility work and other ongoing planned projects that would impact the PROJECT. xxiv. Submit a PROJECT Risk Management Plan to VTA and CITY identifying and assessing risk categories, quantification, probabilities and severities, impact and control, and prepare monthly updated risk register to track and document PROJECT risks and actions. c. CITY
CITY will work as the Sponsor throughout the PROJECT.

CITY’s tasks and responsibilities include:
i. Provide VTA written documentation of CITY’s financial contribution to the SCOPE OF WORK, including but not limited to copies of contractor invoices and payments for work on SCOPE OF WORK, in accordance with Section 9.
ii. Direct and implement all SCOPE OF WORK community outreach activities, keeping the CITY Council and community informed and providing an opportunity for input on the SCOPE OF WORK.
iii. Assist PCJPB with successful implementation of SCOPE OF WORK and provide responses to PCJPB inquiries within fifteen (15) business days.
iv. Provide input and oversight based on local policies and desires regarding the outcome and deliverables of the SCOPE OF WORK.
v. At its discretion, review any professional services agreements, change orders and any other third-party agreements that PCJPB has entered into for the performance of SCOPE OF WORK; however, PCJPB retains ultimate authority over contracting and related decisions.
vi. At its discretion, review the progress reports, work products and deliverables produced by the PCJPB and/or its contractors/consultants for the SCOPE OF WORK, including reports, designs, drawings, plans, specifications, schedules, and other materials. vii. Approve or endorse, in writing, the final deliverables or work products produced by PCJPB and/or its contractors/consultants for the SCOPE OF WORK.

viii. Attend and assist in SCOPE OF WORK meetings, as required by PCJPB and VTA. ix. Attend VTA Board of Directors and/or committee meetings as needed to present on the PROJECT.
d. VTA
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
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Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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For the purposes of this AGREEMENT, VTA will be the Oversight Agency. As Oversight Agency, VTA’s tasks and responsibilities include:
i. At its discretion, review any professional services agreements, change orders and any other third-party agreements that PCJPB has entered into for the performance of SCOPE OF WORK; however, PCJPB retains ultimate authority over contracting and related decisions.
ii. Assist PCJPB with successful implementation of SCOPE OF WORK and provide responses to PCJPB inquiries within fifteen (15) business days.
iii. Review, process, and audit solely at VTA’s discretion all invoices and documentation submitted by other PARTIES.
e. Provide Complete Streets Checklist form to PCJPB and review completed checklist for SOW to ensure Complete Streets compliance.
iv. Review the PMP and provide written comments within thirty (30) business days of receipt of the PMP regarding PCJPB’s technical and management capacity and capability. v. Provide semi-annual progress reporting form to PCJPB and review completed progress reports for PROJECT to provide oversight of the delivery of SOW and to ensure PROJECT complies with GRADE SEP PROGRAM guidelines.
vi. At its discretion, review the work products and deliverables produced by the PCJPB and CITY and/or its contractors/consultants for the SCOPE OF WORK, including reports, designs, drawings, plans, specifications, schedules, and other materials. vii. Attend and assist in SCOPE OF WORK meetings, outside TWG meetings, as required by PCJPB and CITY.
viii. Provide technical oversight throughout the duration of SCOPE OF WORK.

11.INDEMNIFICATION
Each of the PARTIES shall indemnify, keep and save harmless the other PARTIES and each of their directors/councilmembers, officers, agents, volunteers, and employees (collectively, “INDEMNITEES”) against any and all suits, claims or actions (“CLAIM(S)”) to the extent arising out of any act or omission by the indemnifying PARTY, its agents, employees, contractors or subcontractors in connection with of the following:
a. Any injury to persons or property that may occur, or that may be alleged to have occurred, arising from the performance of the SCOPE OF WORK or implementation of this AGREEMENT; or
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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b. Any allegation that materials or services developed, provided, or used for the SCOPE OF WORK infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual- property or proprietary right of any third party.

In case of any and all suits, claims or actions arising out of any act or omission by the indemnifying PARTY, its agents, employees, contractors or subcontractors, each indemnifying PARTY further agrees to defend any and all such actions, suits or claims and pay all reasonable attorneys’ fees and all other reasonable costs and expenses of defenses of the other PARTIES and other Indemnitees as they are incurred. The indemnifying PARTY shall employ competent counsel reasonably acceptable to the indemnified PARTY. If any judgment is rendered, or settlement reached, against any Indemnitees in any such action, the indemnifying PARTY will, at its expense, satisfy and discharge the same.

This indemnification shall survive termination or expiration of the AGREEMENT.

12.INSURANCE
At all times during this AGREEMENT, CITY and PCJPB must comply with the insurance requirements and specifications of the attached Exhibit D, Insurance Requirements, herein incorporated into this AGREEMENT. CITY and PCJPB each may, in its discretion, elect to self-insure, but an such self-insurance must meet the requirements and specifications in Exhibit E, Insurance Requirements.

13.ADDITIONAL INSURED AND INDEMNITY PROVISIONS
In any agreement executed between the PCJPB and a third party for purposes related in any way to the subject matter of this Agreement (“Third Party Contract”), PCJPB must require that VTA and CITY be named as (i) an additional insured on a primary and non-contributory basis with separation of insureds and waiver of subrogation on all policies of insurance, except when not applicable and (ii) an indemnified party in any indemnity provision contained in the Third Party Contract. Third Party Contracts must contain insurance requirements with coverages at least as broad as, and limits at least as great as, the requirements of Exhibit E, Insurance Requirements.

14.PUBLIC WORKS
If a PARTY awards a contract to a third party for the performance of a public work (as defined in California Labor Code Section 1720 through 1720.6) (a “PUBLIC WORKS CONTRACT”) in connection with this AGREEMENT, that PARTY must comply, and must require such third party to comply, with the requirements of California Labor Code Section 1720 et seq. as applicable. If the Public Works Contract is funded in whole or in part with federal funds, the PARTY must also comply, and must require such third party to also comply, with the requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-3144 and 3146-3148) as applicable.

15.COMPLIANCE WITH APPLICABLE LAW
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
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Environmental Review
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Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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In the execution of the Project and performance of its responsibilities under this Agreement, PCJPB must comply with all applicable requirements of local, state, and federal laws.

16.COMPLIANCE WITH 2016 MEASURE B REQUIREMENTS
In its performance under this Agreement, PCJPB must comply with, and must ensure Project compliance with, all 2016 MEASURE B requirements set forth in the Caltrain Grade Separations Guidelines.

17.TERMINATION
Each of the PARTIES may at any time terminate this AGREEMENT by giving ten (10) business days written notice of such termination to other PARTIES. Notice must identify the effective date of such cancellation and must be provided in accordance with the terms and conditions of this AGREEMENT.

In the event of termination, CITY and PCJPB must submit its final invoice to VTA within thirty (30) calendar days of the effective date of the notice of termination, and such invoice will be solely for ELIGIBLE COSTS incurred by PCJPB prior to the SCOPE OF WORK termination (see Section II, Paragraph 7).

In the event of termination, PCJPB must submit its final invoice to CITY within thirty (30) calendar days of the effective date of the notice of termination, and such invoice will be solely for ELIGIBLE COSTS incurred by PCJPB prior to the SCOPE OF WORK termination (see Section II, Paragraph 7).

WIND-UP COSTS shall be invoiced and reimbursed consistent with Section II, Paragraph 8.

18.AUDIT AND RECORDS
a. All PARTIES shall maintain, and shall require their contractors to maintain, in accordance with generally accepted accounting principles and practices, complete books, accounts, records and data pertaining to services performed under this AGREEMENT, including the costs of contract administration. Such documentation must be supported by properly executed payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of any charges and must be sufficient to allow a proper audit of services. All checks, payrolls, invoices, contracts, and other accounting documents pertaining in whole or in part to the services must be clearly identified and readily accessible. b. For the duration of the AGREEMENT, and for a period of five (5) years after final payment, the PARTIES and their representatives shall have access during normal business hours to any books, accounts, records, data, and other relevant documents that are pertinent to this AGREEMENT for audits, examinations, excerpts, and transactions and copies thereof must be furnished upon request.

19.NOTICES
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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All notices required or permitted under this AGREEMENT must be in writing and delivered by personal service, certified or registered mail, return receipt requested, with postage prepaid, or by electronic mail, to the individuals at the addresses set forth below, or to such other address which may be specified in writing by the PARTIES hereto. Notice by personal service or certified or registered mail will be deemed given on the date of delivery, on the date of refusal to accept delivery, or when delivery is first attempted but cannot be made due to a change of address for which no notice was given. Notice by email will be deemed given two (2) business days after sending.

PCJPB: Robert Barnard
Chief, Design Rail and Construction
Peninsula Corridor Joint Powers Board
1250 San Carlos Avenue
San Carlos, CA 94070
Email: [email protected]
VTA: Marcella Rensi
Deputy Director, Grants & Allocation
Santa Clara Valley Transportation Authority
3331 N. First Street
San Jose, CA 95134
Email: [email protected]
CITY: Philip Kamhi
Chief Transportation Official
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 95301
Email: [email protected]
Written notification to the other PARTIES must be provided, in advance, for changes in the name or address of the individuals identified above.

20.GENERAL TERMS AND CONDITIONS.
a. Headings. The subject headings of the articles and paragraphs in this Agreement are included for convenience only and will not affect the construction or interpretation of any of its provisions.
b. Incorporation of Exhibits and Attachments. All exhibits and attachments referenced in this Contract are incorporated into it by this reference.
c. Construction and Interpretation of Agreement. This Agreement, and each of its provisions, terms, and conditions, has been reached as a result of negotiations between the Parties.

Accordingly, each Party expressly acknowledges and agrees that (i) this Agreement will not be deemed to have been authored, prepared, or drafted by any particular Party and (ii) the Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or in the resolution of disputes.
d. Amendment. Except as expressly provided in this Agreement, its provisions cannot be altered, modified, or amended except through the execution of a written amendment executed by the Parties.
e. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter and supersedes all prior negotiations, contracts, agreements, or understandings, whether oral or written, of the Parties regarding the subject matter. f. No Waiver. The failure of either Party to insist upon the strict performance of any of the terms, covenants, or conditions of this Agreement will not be deemed a waiver of (i) any right or remedy that either Party may have or (ii) either Party’s right to require strict performance of all of the terms, covenants, and conditions of this Agreement. g. Dispute Resolution.
a)If a question or allegation arises regarding (i) interpretation of this Agreement or its performance, or (ii) the alleged failure of a Party to perform, the Party raising the question or making the allegation must give written notice thereof to the other Party. The Parties must promptly meet in an effort to resolve the issues raised. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation, may be pursued by mutual agreement. It is the intent of the Parties to the greatest extent possible to avoid litigation as a method of dispute resolution.
b)Notwithstanding the foregoing, nothing in this Paragraph g. will be deemed to prevent a Party from filing suit or an administrative action to preserve its right to assert a claim within any applicable statute of limitations. To the extent practicable, the Parties will negotiate in good faith to create a tolling agreement to toll such statute(s) of limitations to allow for the Parties to engage in dispute resolution provisions of this Agreement prior to filing of such actions. h. Severability. If any provisions of this Agreement (or portions or applications of it) are held to be unenforceable or invalid by any court of competent jurisdiction, (a) the Parties will negotiate in good faith to make an equitable adjustment to the Agreement provisions with a view toward effecting the Agreement’s purpose, and (b) the remaining provisions (or portions or applications of them) will remain valid and enforceable. i. Governing Law. The laws of the State of California will govern this Agreement and any claim that might arise between PCJPB and VTA without regard to conflict of law provisions.

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j. Venue. Any lawsuit or legal action arising from this Agreement must be commenced and prosecuted in the courts of Santa Clara County, California. PCJPB agrees to submit to the personal jurisdiction of the courts located in Santa Clara County, California for the purpose of litigating all such claims.
k. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies, memoranda, and other documents assembled for or prepared by or for the PCJPB relative to the Project are the sole property of the PCJPB unless otherwise agreed upon by the PCJPB. The PCJPB hereby grants an irrevocable license to the CITY to use all such work product for any and all purposes.
l. Attribution to VTA. PCJPB must include attribution to VTA that indicates part of the work was funded by 2016 Measure B Funds. This provision applies to any project or publication that was funded in whole or in part by 2016 Measure B funds. Acceptable forms of attribution include 2016 Measure B’s branding on Project-related documents, construction signs, public information materials, and any other applicable documents.

VTA will provide 2016 Measure B branding to PCJPB for this purpose. m. Non-discrimination. The Parties and any contractors performing services on behalf of the Parties (“Contractors”) will not unlawfully discriminate or permit discrimination, harass, or allow harassment against any person or group of persons because of race, color, religious creed, national origin, ancestry, age (over 40), sex, gender, gender identity, gender expression, sexual orientation, marital status, pregnancy, childbirth or related conditions, medical condition (including cancer), mental disability, physical disability (including HIV and AIDS), genetic information, or military and veteran’s status, or in any manner prohibited by federal, state, or local laws. In addition, the Parties and Contractors must not unlawfully deny any of their employees family care leave or discriminate against such employees on the basis of having to use family care leave. The Parties and Contractors must ensure that the evaluation and treatment of their employees and applicants for employment is free of such discrimination and harassment.
n. Public Records. The Parties recognize and acknowledge that each Party is subject to the California Public Records Act and records are subject to disclosure pursuant to the Act. o. Relationship of the Parties. It is understood that this is an Agreement by and between independent parties and does not create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship other than that of independent contractor.
p. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. Unless otherwise prohibited by law, VTA policy, or PCJPB ordinance or policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by each of the Parties. q. Authority to Execute Agreement. Each Party to this Agreement represents and warrants that each person whose signature appears below is authorized and has the full authority to execute this Agreement on behalf of the entity that is a Party to this Agreement.

Signatures of PARTIES on following page.

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IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the EFFECTIVE DATE.

CITY OF PALO ALTO
By:

Ed Shikada
City Manager
Date:

Approved By:

Philip Kamhi
Chief Transportation Official
Approved as to Form:

Tim Shimizu
Assistant City Attorney
Date:

PENINSULA CORRIDOR JOINT POWERS BOARD
By:

Michelle Bouchard
Executive Director
Date:

Approved as to Form:

James Harrison
PCJPB Legal Counsel
Date:

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
By:

Carolyn M. Gonot
General Manager/CEO
Date:

Approved as to Form:

Shannon Smyth-Mendoza Date
Deputy General Counsel
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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EXHIBIT A
2016 Measure B Caltrain Grade Separation Program Guidelines [Revised and approved by VTA Board of Directors: August 4, 2022] To fund grade separation projects along the Caltrain corridor in the cities of Sunnyvale, Mountain View and Palo Alto, separating the Caltrain tracks from roadways to provide increased safety benefits for drivers, bicyclists and pedestrians and also reduce congestion at the intersections.

Total Funding

11.11% of Program Tax Revenues
Program Type
Need/Capacity-based program
Must comply with Board-approved Project Readiness Criteria Project Readiness Criteria
Project delivery status: Allocations for projects in the 10-year Program will be based on project delivery phases and completion of each phase. Projects must complete prior delivery phase(s) as a prerequisite for allocation of funds in a Biennial Budget for the next phase.
Funding status: Project must have non-2016 Measure B match funds identified for inclusion in the 10-year Program and secured for a Biennial Budget allocation. Partner agency/community support: Partner agencies must be identified for inclusion in the 10-year Program. Community, permitting agency and partner agency support must be demonstrated for a Biennial Budget allocation.

Distribution of Funds
Funds will be allocated on a two-year cycle, in conjunction with the VTA Biennial Budget process.
As approved by the Board of Directors as the implementation strategy and as agreed to by VTA and the Cities of Sunnyvale, Mountain View and Palo Alto, total available program category funds will be allocated by percentage to each jurisdiction as follows:
oCity of Sunnyvale: 25%
oCity of Mountain View: 25%
oCity of Palo Alto: 50%
At the end of the life of the sales tax, should the Program Tax Revenue available for the Grade Separation be higher than the originally estimated amount in 2017 dollars, the cities that have received their allocation based on previous percentage calculations will not receive any additional Grade Separation Program funds. The percentage distribution may be revised by the VTA Board of Directors. As candidate projects move forward and meet the Project Readiness criteria, the project Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Cooperative Agreement
Rev. 11.25.24
sponsor will submit requests to the 2016 Measure B Program Office for inclusion in the Biennial Budget and/or 10-year Program.
Funds will be distributed on a reimbursement basis.

Implementation
VTA will work with the cities, Caltrain and other partners as applicable to deliver all eight grade separation projects eligible for 2016 Measure B funds. Based on the project’s ability to meet the Project Readiness criteria, VTA will develop and enter funding agreements with individual jurisdictions for project phases. VTA will provide technical oversight to jurisdictions during project implementation.

Requirements
All project sponsors must apply to the State §190 Grade Separation Program. Reporting requirements regarding project progress will be detailed in agreements executed with VTA for project funding.
Projects require a minimum 10% non-2016 Measure B contribution. All projects must comply with VTA’s Complete Streets reporting requirements. All projects must comply with 2016 Measure B program oversight requirements.

All collateral material must comply with 2016 Measure B branding requirements.

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24

EXHIBIT B

SCOPE OF WORK
Connecting Palo Alto (Rail Grade Separation Projects) Program:

Churchill Avenue, Meadow Drive and Charleston Road Grade Separations Project Preliminary Engineering and Environmental Clearance Phases The Peninsula Corridor Joint Powers Board (PCJPB) will be the lead implementing agency for the SCOPE OF WORK. Therefore, PCJPB will be responsible for completing the preliminary engineering and environmental documentation required in accordance with Federal Railroad Administration (FRA) funding agreement requirements with the City of Palo Alto (Exhibit C).

Scope of Work
The following lists the major tasks involved in performing the Preliminary Engineering and Environmental phase. PCJPB will develop a more detailed outline of the tasks and subtasks needed to accomplish this scope. All tasks listed below can be adjusted if determined to be necessary.

Task 1: Develop Project Management Plan
Develop Project Management Plan (PMP) in compliance with FRA Rail Crossing Elimination Grantrequirements after seeking input and feedback from the City staff.

Deliverables - Project Management Plan:

Draft & Final Project Management Plan
Completion: Two (2) months from execution of agreement
Task 2: Develop 15% Design, Renderings, and Cost Estimates Churchill Avenue: Partial Underpass Alternative with bicycle and pedestrian crossing at Seale Avenue
Meadow Drive and Charleston Road: Underpass Alternative & Hybrid (Combination of column and earthen embankment)
Plan, Specification, Cost Estimates, and Rendering Development: This task will include a review of the conceptual plans to address the following elements listed below, focusing on feedback from the community, the Palo Alto Rail Committee, and the City Council for developing drawings, renderings, and estimates at 15% design level. The review includes but is not limited to the following elements:
Seek ways to reduce property impacts
Optimize bike/pedestrian crossings
Where feasible, improve connections to bike infrastructure beyond the study area to improve the bike network
oImprove connection to Park Blvd
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24
oExplore modifications/refinements to the bike boulevard facilities along Park Blvd to improve overall bike network
Further refine the traffic circle on Charleston Road to reduce the property impacts Refine construction impacts to better understand possible mitigations needed during the lengthy construction process.

Assist in preparing community outreach materials, attend meetings, collect feedback for addressing comments.

Conduct analysis/prepare reports supporting review of alternatives by the Committee and Council.

Attend community meetings, Committee Meetings, and seek approval from the City Council for the selection of Locally Preferred Alternative.

Deliverables: The deliverable package for each sub task will include the following:
15% Drawings, Renderings, Estimates and supporting studies for each crossing Completion: Fifteen (15) months from execution of agreement Task 3: Advance Preliminary Engineering (35% Design, Renderings, Construction Sequencing, Specifications, and Cost Estimates).
Churchill Avenue
Meadow Drive
Charleston Road
Based on City Council review and directions, develop 35% Design for the Locally Preferred Alternative for each crossing at Churchill Road, Meadow Drive, and Charleston Road—to inform project delivery, construction sequencing, renderings, and construction-style schedule and budget estimates. The design will be prepared in accordance with the FRA Funding Agreement requirements (Exhibit C). The PROJECT documents will include applicable documents to the satisfaction of the FRA and include the following:

Completion of the Preliminary Engineering (PE) Plan Set and coordinate with City and FRA for review and approval to support the future proposed construction project. The PE Plan Set will include a cost estimate and may, when applicable, include the following items:
Basis of Design or Design Criteria, which includes all pertinent AREMA, AA Caltrain, FRA, or other standards that will be used for different design elements of the project. A title sheet identified with a drawing revision number or date; an index identifying various plan sheets comprising the drawing set; notation of design criteria referenced; and a legend of symbols or abbreviations.
PE plan drawings overlaid on maps/aerial photography and prepared at an appropriate scale are to include:

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24
oExisting and proposed right-of-way limits to include property lines and railroad ownership;
oProposed track changes including removals and installations; track centers, track speeds, turnout sizes, curve, and spiral data; vertical profiles and grades of proposed construction; typical cross sections to scale showing the proposed work to existing conditions for each change in track configuration and at other locations requiring retaining walls or right-of-way acquisitions, and public and private at-grade crossings; oBridge span arrangement, Typical sections of bridge approach spans and movable (main) span, bridge size and location (Bridge TSL drawing), if applicable; oBridge horizontal and vertical profile, if applicable; oTypical Retaining Wall Detail, Section, and elevation with footing type and type of fill used;
oNew bridge elevation with limits of navigation channel shown, current and proposed if applicable;
oSubstructure type and size detail and any construction requirements and if applicable, impacts to river and navigational traffic during construction; oLimits of removal of the existing bridge superstructure and substructure if applicable; oHorizontal and vertical alignment drawings to include existing and proposed grades; oCross sections showing the proposed work to existing conditions for each change in track configuration and at other locations requiring easements, retaining walls, or right- of-way acquisitions, as needed;
oAll pertinent flood elevations;
oCorrespondence with US Coast Guard and obtaining PNCD if applicable; oCorrespondence with US Army Corps of Engineers and any work that can be advanced at PE stage towards future permit requirements if applicable, Limits of disturbance (must be within the APE shown in the approved NEPA document); oSurvey and base mapping of the bridge site: initiation of additional topographic survey of the Project location. This additional work will include courthouse research, property boundary mapping, digital terrain modeling, and subsurface public and franchise utility locations;
oGeotechnical investigation, report, and recommendations for type of support structures based on borings at proposed bridge support locations;
oLabel all critical components such as rail centerlines, track centers, turnout sizes, curve and spiral data, bridges, road dimensions, etc.
oProposed track changes including removals and installations; oPublic and private at-grade crossings;
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24
oPreliminary utility coordination (identify utility type, size, and owners in the area for which conflicts may occur) and suggested utility relocation in case of conflict and approval of relocation by the utility owners Include all aerial and submarine cables, also include any railroad utilities and appurtenances, as feasible; oIdentify construction access and temporary laydown (staging) areas for contractors, as appropriate; and
oProvide construction phasing plans and Maintenance of rail traffic details during construction.
If existing signal system and instrumentation are modified or new signals and instrumentation are being installed, preparation of route and aspect charts, preliminary block design, and identification of signal equipment locations will occur. A preliminary Risk Register showing risk, risk owner, mitigation strategies, etc. Contingency in the cost estimate should include these risks.
New track configuration schematic must be signed by all project stakeholders before PE can start (if applicable).
Obtain signature approval of the PE cover sheet by all stakeholders impacted by the proposed Project.
Bridge Design plans submitted to FRA Engineering must also meet the requirements of 49 CFR Part 237 Subparts F and G, as appropriate (see FRA’s Track and Rail Infrastructure Integrity Compliance Manual, Volume IV, Chapter I, Bridge Safety Standards for more details and guidance regarding plan preparation and requirements).
A detailed and itemized construction cost estimate that will include all the proposed construction elements with their respective unit cost, quantity, and total cost, separate itemized Force Account Work done by the railroad itself and with appropriate level of contingencies to account for unknown conditions expected at the PE level Plans. Use FRA Cost Estimating Guidance and FRA Standard Cost Category as much as possible. See Capital Cost Estimating Guidance | FRA (dot.gov) https://railroads.dot.gov/rail-network-development/training- guidance/capital-cost-estimating-guidance) for more information.

Deliverables: The deliverable package for each sub task will include the following:
Basis of Design or Design Criteria for all design elements Geotechnical Investigation Report and Recommendations- For Information only Preliminary Engineering Plans and Detailed Cost Estimate Revised Track Configuration schematic signed by all stakeholders FEMA No-Rise Certification
PNCD from USCG (For information only, if applicable)
USACE correspondence (and fulfilling all their initial requirements)- For information only Completion: Thirty-Four (34) months from execution of agreement Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24
Task 4: Environmental Review (NEPA & CEQA)
Completion of the appropriate environmental document for the Project, in accordance with the National Environmental Policy Act (NEPA), its implementing regulations at 40 CFR parts 1500-508, FRA’s Environmental Procedures at 23 CFR parts 771 and 774, Section 4(f) of the Department of Transportation Act, the National Historic Preservation Act, and related environmental laws.

Completion of the appropriate environmental document for the Project, in accordance with the California Environmental Quality Act (CEQA), its implementing regulations Title 14, Division 6, Chapter 3 of the California Code of Regulations) are administrative regulations governing implementation of the California Environmental Quality Act.

Identification of all necessary permits required for the Project’s implementation.

Deliverables: The deliverable package shall include the following for each crossing:
NEPA Environmental Document
CEQA Environmental Document
Completion: Thirty-four (34) months from execution of agreement Task 5: Public Outreach and Coordination throughout various tasks:

Public outreach will be a critical component of the Project. Below are specific roles for this effort.

City:
Collaborate on the development and review the public outreach and engagement plan; Review of all engagement materials;
Conduct outreach to affected property owners once adequate engineering design and environmental assessment have been performed;
Secure venues for public meetings; and
Promote and facilitate public meetings.

PCJPB:
Lead development with collaboration from the City on the public outreach and engagement plan;
Oversee and guide implementation of engagement strategy; Lead development and review the engagement activities and materials; Lead coordination of JPB, TOPS, executives, elected official, and public meetings; Facilitate engagement all activities and meetings with support from the City; and Develop necessary information and maintain a project website.

Project Schedule
Activity Begin End
Preliminary Engineering December 2024 September 2027
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Churchill, Meadow-Charleston Grade Separation Projects
Cooperative Agreement
Rev. 11.25.24
Environmental Scoping and Clearance December 2024 September 2027 Project Budget by Crossing
Crossings RCE Funds
2016 Measure
B Funds Total Project Budget
Churchill Avenue (and
Seale Avenue) $2,000,000 $6,100,000 $8,100,000
Meadow Drive and Charleston
Road $4,000,000 $7,900,000 $11,900,000
Total $6,000,000 $14,000,000 $20,000,000
Project Budget by Agency
Agency RCE Funds
2016 Measure
B Funds Total Project Budget
Palo Alto $900,000 $2,100,000 $3,000,000
PCJPB $5,100,000 $11,900,000 $17,000,000
Total $6,000,000 $14,000,000 $20,000,000
Item 12
Attachment A -
Cooperative Agreement
between VTA, Caltrain
and City of Palo Alto for
Preliminary Engineering &
Environmental Review
Phase for Grade
Separation Projects at
Churchill Avenue,
Meadow Drive, and
Charleston Road

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Palo Alto City CouncilDecember 9, 2024

Palo Alto City Council
December 9, 2024