Professional Services
Rev. Dec.15, 2020
AMENDMENT NO. 1 TO CONTRACT NO. C24188179
BETWEEN THE CITY OF PALO ALTO AND
JOHN BELA URBANISM + DESIGN dba:
URBAN FIELD STUDIO, LLC
This Amendment No. 1 (this “Amendment”) to Contract No. C24188179 ( the “Contract” as defined below) is entered into as of December 12, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and JOHN BELA URBANISM + DESIGN dba:
URBAN FIELD STUDIO, LLC, a California limited liability corporation , located at 24 Woodland Road, Fairfax, CA 94903 (“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 a CAR-FREE STREETS Implementation Plan, as detailed therein.
B. T he Parties now wish to amend the Contract in order to extend the agreement six months to June 30, 2025, and to increase compensation amount of Fifteen Thousand Dollars ($15,000) for project management costs for a new not-to-exceed total of Two Hundred Sixty-Four Thousand, Seven Hundred Eight Dollars ($264,708) as detailed herein.
NOW, THEREFORE, in consid eration 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. C24188179 between CONSULTANT and CITY, dated December 4, 2023.
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 from the date of its full execution through June 30, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
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 Forty-Five Thousand, Four Hundred Forty Dollars ($245,440.00). 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 Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D Professional Services
Rev. Dec.15, 2020
the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to- exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Nineteen Thousand, Two Hundred Sixty- Eight Dollars ($19,268.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Hundred Sixty-Four Thousand, Seven Hundred Eight Dollars ($ 264,708.00), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section.
Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “ SCHEDULE OF PERFORMANCE ”, AMENDED, REPLACES PREVIOUS.
Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D Professional Services
Rev. Dec.15, 2020
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.
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 (Contract over $85k)
APPROVED AS TO FORM:
City Attorney or designee
JOHN BELA URBANISM + DESIGN dba:
URBAN FIELD STUDIO, LLC
Officer 1
By:
Name: John Bela
Title: Principal
Attachments:,
EXHIBIT B: SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) EXHIBIT C: COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)
Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D
Professional Services
Rev. Dec.15, 2020
EXHIBIT B
SCHEDULE OF PERFORMANCE
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Weeks (as specified below)
from NTP
1. Signage & Branding 8 weeks
3. Public Outreach and Engagement 24 weeks
5. Active Mobility & Circulation 4 weeks
6. Outdoor Patio Guidelines 8 weeks
7. Streetscape Design & Amenities 16 weeks
8. Opinion on Project Cost 6 weeks
9. Project Management On-going
Optional Schedule of Performance Provision for On- Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)
T
he schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D Professional Services
Rev. Dec.15, 2020
EXHIBIT C
COMPENSATION
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Phase 1:
Signage & Branding; Community Engagement; Outdoor
Patio Guidelines; and Active Mobility & Circulation
$133,927
Phase 2:
Streetscape Design; Probable Cost; Project Management
$93,080
AMENDMENT NO. 1 (additional project management) $15,000 Sub-total for Services $242,007
Reimbursable Expenses (if any) $3,433
Total for Services and Reimbursable Expenses $245,440
Additional Services (if any, per Section 4) $19,268
Maximum Total Compensation $264,708
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.
Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D Vers.: Aug. 5, 2019
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: up to the not-to-exceed amount of: $3,433.00.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: 0AF8A576-AAE6-40E6-B42E-52D81243E03D