Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 CITY OF PALO ALTO CONTRACT NO. C25189597
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND RUTHERFORD & CHEKENE
This Agreement for Professional Services (this "Agreement") is entered into as of the 3rd day of February, 2025 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and RUTHERFORD & CHEKENE, a California corporation, located at 101 Mission Street, Suite 300 San Francisco, CA 94105. ("CONSULTANT").
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to customize a seismic hazard identification and risk mitigation program for vulnerable buildings (the "Project") and desires to engage a consultant to assess the prior study and update potentially eligible buildings, develop an updated seismic hazard identification and mitigation ordinance, and implement seismic mitigation program 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 December 31, 2027, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled "SCHEDULE OF PERFORMANCE". Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and Professional Services
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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 One Hundred Eighty Eight Thousand Nine Hundred Twenty Dollars ($188,920). 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.
X 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 Eighteen Thousand Eight Hundred Ninety-Two Dollars ($18,892) 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 Seven Thousand Eight Hundred Twelve Dollars ($207,812), 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 Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services 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. All invoices shall be submitted to the Planning Department's contract email account at [email protected].
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 Agreement 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 CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY's stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 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 Services 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 will 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 related 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. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services with prior approval, documented in writing, including Scope of Services, cost, and duration. The use of subcontractors cannot increase compensation noted pursuant to • Section 4 of this Agreement. Subcontractor identified at the initiating of the Agreement are:
• SCYMA CONSULTING LLC 40760 RAINWATER COURT FREMONT, CA 94539 • VANIR CONSTRUCTION MANAGEMENT, INC. 4540 DUCKHORN DRIVE STE 300 SACRAMENTO, CA 95834
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 Bret Lizundia, Telephone: 415-568-4407, Email: [email protected] as the CONSULTANT's Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT's Project Manager or any other of Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 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 George Hoyt, Planning and Development Services Department, 250 Hamilton Avenue Palo Alto, CA, 94301, Telephone: 650-329-2368, 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. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT's records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT's proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
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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, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT's Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled "INSURANCE REQUIREMENTS". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 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 will 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 Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27,28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
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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 Section 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, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act ("ADA"), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, hereby Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 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, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY 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 CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department's office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. 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 Professional Services
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SECTION 27. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 27, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled "Claims for Public Contract Code Section 9204 Public Works Projects".
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY's Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT's obligations to CITY under this Agreement and for no other purpose, isoniators for to the c 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 Section 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 confidentiality 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.
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28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to 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 rofessional Servic
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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 A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 CONTRACT No. C25189597 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 RUTHERFORD & CHEKENE
Officer 1 •DocuSigned by:
By: David Bleiman
Name: David Bleman 16642...
City Manager Title: CEO
[email protected]
APPROVED AS TO FORM:
Officer 2 (Required for Corp. or LLC)
By:
City Attorney Name: Ellen Leong
Title: CFO •D37BA5BCC24B4F7...
[email protected]
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled "SCOPE OF SERVICES". Notwithstanding any provision herein to the contrary, CONSULTANT's duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
Task A: Assessment of Prior Study and Update of Potentially Eligible Buildings Subtask A.1: Summarize Relevant State Laws
The December 21, 2016, CONSULTANT report included "Chapter II: Legislative Review Report," "Appendix A - Table of Historic California Earthquake Risk Reduction Legislation," and "Appendix B - Table of Contemporary California Earthquake Risk Reduction Legislation." They will serve as a starting point for this subtask. The California state policy landscape will be reviewed to determine what relevant state laws have been passed, what state policies are in place regarding retrofitting, what seismic retrofit standards have been updated (see Subtask A.3), and what funding sources may be available
The context for this project involves a wide array of statewide policies and programs that mandate, enable, and in some cases constrain local government actions to reduce earthquake risks. State- level leadership and responsibilities related to earthquake hazards are highly fragmented among authorities such as the California Seismic Safety Commission (CSSC), Office of the State Architect (OSA), Office of Statewide Health Planning & Development (OSHPD), CalOES, the California Geological Survey (CGS), and the California Earthquake Authority (CEA), a privately funded entity.
CONSULTANT will produce a concise review of relevant existing and pending state legislation.
The review will synthesize the implications for Palo Alto of the following types of legislation and regulation: the California Building Code (CBC); rehabilitation standards (e.g., the California Existing Building Code, and ASCE/SEI 41); zoning and disclosure provisions (e.g., General Plan Seismic Element, Alquist-Priolo Special Studies Zone Act); targeted mandates by occupancy type or use (e.g., public schools via the 1933 Field Act, hospitals via SB1953 in 1973); targeted mandates by building type, materials, or age (e.g., URMs via SB547 in 1986); and habitability requirements and rent control policies (contained in the California Civil Code).
CONSULTANT will track and document current legislative efforts and leadership on earthquake issues will through searches of the searchable real-time California Legislative Information database (https://leginfo.legislature.ca.gov/). This tracking will also utilize professional Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 organizations' policy committees, such as the Earthquake Engineering Research Institute's Public Policy and Advocacy Committee and the Structural Engineers Association of California's Legislative Committee, among others. The review will also cover, where pertinent, findings from existing analyses of state level seismic program effectiveness, such as the CSS's most recent reports tracking the progress of all California jurisdictions with regard to the SB547 URM law (CSSC, 2006) and the Field Act (CSSC, 2009), and the continuing struggle to achieve the objective of rehabilitating all of California's public hospitals (OSHPD, 2005; Alesch, Arendt et al. 2012).
The review will also highlight any important case law or precedents regarding fiduciary responsibility and owner liability issues. This review of state legislation will distill and apply existing information and be delivered in an accessible format that provides specific, decision-ready information for the inventory, community involvement, and program development processes.
Deliverables: Concise review of relevant and pending state legislation, with a summary memorandum and a slide show presentation that can be given to staff, key stakeholders, and other interested parties in a virtual meeting.
Subtask A.2: Summarize Relevant Progress at the Local Level The December 21, 2016 CONSULTANT report included "Chapter III: Local Program Best Practices Assessment." It will serve as a starting point for this subtask. Using interviews, document reviews, review of council meeting minutes and presentations, CONSULTANT will investigate what has occurred in the jurisdictions covered in the 2016 report and in other jurisdictions to understand and summarize the development, implementation, refinement, and outcomes of local policies since 2016. The focus will be on how lessons learned can be applied to the CITY effort, contextualized to the specificities of CITY's building regulatory landscape.
Deliverables: Concise review of local ordinances and policies, with a summary memorandum and a slide show presentation that can be given to staff, key stakeholders, and other interested parties in a virtual meeting., and other interested parties in a virtual meeting.
Subtask A.3: Summarize Applicable Retrofit Techniques
CONSULTANT will use FEMA 547 Techniques for the Seismic Rehabilitation of Existing Buildings, Seismic Retrofitting Alternatives for San Francisco's Unreinforced Masonry Buildings, ASCE 41-23 Seismic Evaluation and Retrofit of Existing Buildings, California Existing Building Code, California Historical Building Code and other available industry documents and standards to identify typical seismic retrofit techniques and current and proposed seismic retrofit standards and to make recommendations for Palo Alto's draft ordinance.
CONSULTANT led the 2015-2016 effort in Palo Alto which developed conceptual retrofits for 12 prototype buildings. The December 21, 2016, report "Chapter VI: Conceptual Seismic Retrofitting of Representative Vulnerable Buildings," "Appendix E - Retrofit Concept Designs for 12 Prototype Buildings," and "Chapter X: Additional Recommended Program Features," will also be used to make recommendations.
Deliverables: Results of our review will be summarized in a memo that lists and describes the available retrofit standards by seismic force-resisting system.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 Subtask A.4: Update Inventory
Based on the December 21, 2016, CONSULTANT indicates that of the 2,632 buildings, 1,113 had field surveys, and 1,519 had missing attributes, such as seismic force-resisting system, number of stories, occupancy, building area, year built, and irregularities.
CONSULTANT will assign the 1,113 buildings to the potential eligible list. CONSULTANT will then use available known (rather than statistically assigned) information in the database to screen out buildings from the remaining list of 1,519 buildings without field surveys.
A.4-1: Field Investigation
CONSULTANT will field visit the 118 building with a handheld application that uses an adapted version of FEMA P-154 to conduct a rapid visual screening for potential seismic hazards. This application will link available data, KML files, and the key data collection questions for use on an iPhone or an iPad to facilitate streamlined field visits, and real time cloud-based collection.
A.4-2: Expanded Field Investigation
CONSULTANT assumes task A.4-1 is done. CONSULTANT would field visit remaining buildings not originally visited and built before 1998. This would be 1,151 buildings.
CONSULTANT would use the same project application tool.
Deliverables: The result of this task would be a list of buildings from the eight categories of interest that are potentially eligible, using previous surveys and analytical surveys. For A.4-1 the result will be an improved list that expands the number of buildings with field visits and screening. For A.4-2, this will be a complete list of buildings based on field surveys.
Task B: Development of an Updated Seismic Hazard Identification and Mitigation Ordinance
Subtask B.1: Building Types Subject to the Updated Ordinance CONSULTANT will utilize the eight categories in the 2016 report as a starting point. These eight categories, noted below, remain building types of concern in the engineering community.
CONSULTANT will review these categories as informed by what other jurisdictions have done or have considered, as well as updated cost estimates (see Subtask B.7) and staff, Advisory Group (see Subtask C.2), Council (see Subtask C.3), and community input to determine if they remain the desirable categories to include in an ordinance or if refinement is needed to better address the CITY's policy objectives.
CITY's existing Seismic Hazards Identification Program has a mandatory evaluation and reporting program, coupled with incentives for three building categories:
• Category I: Buildings constructed of URM (except for those small than 1,900 sf with six or fewer occupants (10 remaining buildings)
• Category II: Buildings constructed prior to January 1, 1935, containing 100 or more occupants and other than URM buildings (4 remaining buildings)
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 • Category III: Building constructed between January 1, 1935 and August 1, 1976, containing 300 or more occupants (9 remaining buildings).
The December 21, 2016 CONSULTANT report included "Chapter V: Vulnerable Building Categories." It added five more categories to the current three as follows:
• Category IV: Pre-1977 soft-story wood frame (estimated 294 buildings) • Category V: Pre-1998 tilt-up concrete (estimated 99 buildings) • Category VI: Pre-1977 concrete soft-story (estimated 37 buildings) • Category VII: Pre-1998 steel moment frame (estimated 35 buildings) • Category VIII: Other pre-1977 concrete construction (estimated 170 buildings) Deliverables: CONSULTANT will prepare a memo summarizing the recommended building categories and approximate number of buildings in each category and the underlying rationale for inclusion in the proposed ordinance.
Subtask B.2. Incentives & Financing
CONSULTANT will work with community and city leadership to determine preferences then we will offer and engage stakeholders in evaluating different strategies the CITY could pursue for including incentives as part of its proposed program.
Incentives and financing issues were extensively discussed throughout in the December 21, 2016, CONSULTANT report and were key feature in the recommended program options and were summarized in "Appendix C - Table Describing Incentives Used in Local Earthquake Risk Reduction Programs." CONSULTANT will update and expand the review of incentives using input from CITY, the Advisory Group, and the community. This review will include considerations and best practices for incentives and financing for voluntary seismic upgrades and retrofitting. CONSULTANT will assist in providing cost information for selected program incentives using estimates of the number of affected buildings.
Deliverables: CONSULTANT will prepare a memo summarizing incentives and financing options to help spur voluntary retrofitting and to make retrofitting more feasible.
Subtask B.3: Tenant Displacement
CONSULTANT will offer recommendations to prevent or limit tenant displacement using stakeholder engagement, research, and existing/previous retrofit policies that considered and required tenant displacement. Information available from the CITY's Rental Registry Program will be used to help augment available information on rental properties. Soft story retrofits can often be done with limited impact on the residents in upper stories, but this is less true of other building types. Other building typologies that may not require tenant displacement are those that are large where phasing by story or wing is practical, although such instances may be rare.
Additional incentives and financing options for residential property owners will be explored to minimize the financial burden on tenants and prevent rent increases. Impact analysis will be considered to understand the potential economic and social effects of the proposed ordinance provisions. Subtasks A.1, A.2, and B.2 will investigate if other jurisdictions have provisions and policies in place regarding tenant displacement, which will be included in the analysis for Subtask B.3.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 Deliverables: CONSULTANT will prepare a memo summarizing policies to limit tenant displacement and considerations to reduce burdens and challenges on building owners and tenants if temporary relocation is required during the retrofitting process.
Subtask B.4: Mandatory versus Voluntary
CONSULTANT will utilize mandatory seismic strengthening ordinances like those in Los Angeles and San Francisco for URM buildings or notification, evaluation, and voluntary strengthening ordinances like Palo Alto's program to develop programs and implement the required provisions during the actual evaluation and retrofit of individual buildings. CONSULTANT will utilize existing resources and ordinances as well as current thinking about new ordinances.
CONSULTANT will engage the community in developing the measures and in reaching a sufficient consensus on the measures that will be used. As part of the meetings with the community and CITY, CONSULTANT will work to develop and refine a list of mandatory and/or voluntary measures that best fit the CITY's needs. Stakeholder input will also play a key role in shaping the degree to which the proposed expanded program imposes stringent legal requirements, what those requirements are, and for which properties they will apply.
The December 21, 2016, CONSULTANT report has extension discussion of mandatory vs. voluntary approaches, with the refinement into three categories as follows. • Voluntary: Seismic retrofit is voluntary.
• Triggered: Seismic retrofit is triggered when the building is sold or undergoes substantial renovation.
• Mandatory: Seismic retrofit is required per a fixed timeline.
Based on Advisory Group and CITY input, the 2016 report created a "Summary of Recommended Policy Directions" which identified associated the categories of voluntary, triggered, and mandatory with the eight vulnerable building categories. CONSULTANT will update the discussion of voluntary, triggered, and mandatory approaches to apply to the updated proposed building categories (see Subtask B.1) using input from CITY staff, the Advisory Group, the City Council, and the community. CONSULTANT will cover the relationship between a local ordinance and the California Existing Building Code (CEBC) and the California Historical Building Code (CHBC). CONSULTANT will include recommendations on penalties and enforcement actions should owners not comply.
Deliverables: CONSULTANT will prepare a memo summarizing recommendations for voluntary, triggered, and mandatory policies by building categories; the relationship with the CEBC and CHBC, and penalties and enforcement actions for noncompliance. This will feed into the draft ordinance provisions.
Subtask B.5: (1) Public Disclosure
In the December 21, 2016 CONSULTANT reported public disclosure issues were discussed in some detail, with examples such as mandatory disclosure to tenants of building seismic status, freedom of information requirement, public signage, searchable online listings, and official notices Professional Services
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 placed on a title or deed. Pros and cons were discussed. CONSULTANT will discuss updates since 2016 including the impact of public disclosure on potential ordinances. In depth study, caveats, and lessons learned from the City of Portland's seismic placarding program which was placed under injunction due to a lawsuit brought on by the NAACP in 2019 will be included.
Deliverables: CONSULTANT will prepare a memo summarizing issues, pros, and cons related to public disclosure and recommendations for the draft ordinance.
Subtask B.6: (2) Screening versus Evaluation
CONSULTANT will review screening and evaluation requirements in the ordinances of other jurisdictions and provide a synthesis comparing the approaches. CONSULTANT will develop sample forms and provisions that can be used to implement each approach. CONSULTANT will coordinate this with Subtask A.4 "Update Inventory" which also requires a form of screening.
Subtask A.4 has a baseline approach without field surveys. There screening and evaluation would be necessary for the building not previously survey. If Subtask A.4 Add Alternate 1 is done, then screening would only be needed on a reduced set of buildings not visited by CONSULTANT. If Subtask A.4 Add Alternate 2 is done, then screening would necessarily be needed, but it could be done for additional confirmation. In any scenario, the more involved requirement where the owner hires a structural engineer to perform a seismic evaluation could also be done (as is required for the building categories in Palo Alto's current ordinance). Note: CONSULTANT assumes A.4-1 and A.4-2 are part of the project scope.
Deliverables: CONSULTANT, in coordination with the Subtask A.4 scope, will prepare a memorandum making recommendations on whether to use a screening or evaluation approach and then develop screening and evaluation form requirements and samples that can be used as part of the ordinance.
Subtask B.7: (3) Updated Retrofit and Replacement Cost Estimates Based on Current Construction Costs
In the December 21, 2016 CONSULTANT report, costs were developed for replacement of buildings and for retrofitting of different building prototypes. CONSULTANT utilize these findings and update accordingly.
CONSULTANT will update the costs in the December 21, 2016, report to reflect current market conditions in Palo Alto. CONSULTANT will review draft updates with the Advisory Group and other knowledgeable local professionals to obtain advice and buy-in.
Deliverables: CONSULTANT will prepare updates to both the replacement costs and retrofit costs in the December 21, 2016, CONSULTANT report. Replacement cost estimates can be used to scale the lost estimate data in the December 21, 2016 CONSULTANT report. The retrofit costs will be organized by seismic retrofit method, building type, and cost per square foot.
Subtask B.8: Produce Draft Ordinance
CONSULTANT will utilize subtasks memorandums noted above to serve as input to the ordinance. CONSULTANT anticipates that there will be four drafts of the ordinance:
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 • Preliminary outline: This outline will cover the topics to be included. • Draft Version 1: This will include the first draft with recommended provisions. It will incorporate comments on the preliminary outline.
• Draft Version 2: This update will address comments on Version 1. • Final Draft for Council: This will address comments on Version 2 and will be vetted by City staff as acceptable for submission to Council for consideration.
The different drafts will be shared at the appropriate time with CITY staff, the Advisory Group, the City Council Committee, and the City Council.
Deliverables: CONSULTANT will produce an outline, two intermediate drafts, and final draft of the ordinance.
B.8-1: Trial Evaluation and Retrofit: CONSULTANT will review the Draft Version 1 and Draft Version 2 ordinance language with engineers at CONSULTANT firm using a real seismic evaluation and a real seismic retrofit project. Findings from the trial runs would be incorporated into updates to the ordinance provisions.
Task C: Implementation of a Seismic Mitigation Program
Subtask C.1: Develop Implementation Plan for Ordinance
CONSULTANT will work with CITY staff and advisory group to develop a management plan that include a realistic list of information that can be easily input, summarized, and tracked in digital records; information fields that can be used to link the seismic risk program data to other digital records such as assessor files or GIS systems; quality assurance procedures for checking information; clearly defined roles and responsibilities; timelines and requirements for reporting of information internally and externally; procedures for gathering, assessing and implementing community feedback and suggestions; and links between the seismic risk mitigation program and activities that will occur following an earthquake, such as post-earthquake safety evaluation.
CONSULTANT will develop a plan with defined roles and responsibilities with clear objectives.
CONSULTANT will provide guidance on how to run an effective screening program, including detailed information on the roles of each entity in the process, discussions of the different levels of screening approaches that could be taken, and how the results could be used for various community objectives, including best practice advice to communities on managing post-disaster safety evaluations.
CONSULTANT will work with CITY to determine level of activities. These could include the basic activities such as managing the notification and inventory process, reviewing evaluation reports and plan checking retrofit construction documents, and field inspections of retrofit work.
Less obvious activities will include evaluating requested exceptions to the program or alternative means of compliance; managing feedback from design professionals, owners, and the public; tying pre-earthquake retrofitting to post-earthquake safety evaluations records; and managing post- earthquake safety evaluation, repair, and recovery plans. CONSULTANT will work with CITY to consider volunteer review boards of local structural engineers who review questions on the evaluation and retrofit criteria and provide the city with technical opinions that staff can use.
CONSULTANT will work with CITY to finalize several key management considerations such as:
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 • CITY personnel who will be required in each department. • The specialized skills, knowledge, and training that city personnel will need. • The sequences of tasks and activities needed to implement the ordinance. • Forms and tools that will be helpful in implementing the ordinance. • Public outreach and engagement with property owners.
• Record keeping needed to track progress in retrofitting.
Deliverables: CONSULTANT will produce a memorandum summarizing the items listed above.
Subtask C.2: Collaborate with Advisory Group
CONSULTANT can provide suggestions on the stakeholder groups that should be included and the types of expertise that would be valuable to include.
CONSULTANT will support up to six Advisory Group meetings and developed agendas for each meeting, a road map for the process, presentations to share with the group, discussion points for considerations, questions where feedback and advice was needed to develop consensus, and minutes following the meetings.
CONSULTANT will also recommend approaches for obtaining additional input on the draft ordinance from other stakeholders and the community including surveys, interviews, and virtual and in-person meetings.
Deliverables: CONSULTANT will prepare agendas, slide presentations, and written summaries for each of the Advisory Group meetings and a memorandum with recommended approaches for obtaining additional input on the draft ordinance.
Subtask C.3: Presentations to City Council and Council Committees CONSULTANT will develop schedule and protocols for this task at the first scoping meeting.
CONSULTANT will attend up to eight larger, more formal meetings with the City Council and/or the Council's Policy and Services Committee to share progress updates, interpret findings, solicit input and direction, and clarify next steps.
Deliverables: CONSULTANT will work with CITY staff to develop agendas drafts, slide presentations, and drafts for staff reports for each of the eight meetings.
Task D: Ongoing Program Implementation
D-1: Additional Meetings
CONSULTANT will meet with City staff for six additional meetings to identify staff priorities and needs, discuss staff feedback on deliverables, and help plan for Advisory Group, Council committee, and City Council meetings.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 D-2: Project Management Support
CONSULTANT will assist with start-up, outreach and/or engagement with property owners, and staff training. Tasks and deliverables are as follows.
• Initial project management support: Using the plan and tools developed in Subtask C.1, we will assist CITY staff in refining the tasks, forms and tools that will be needed to effectively implement the ordinance. CONSULTANT will work with CITY staff to implement and test the record keeping process to track key features of owner and design team submittals and progress in completing ordinance requirements.
• Public outreach and engagement with property owners. Using the information developed in Subtask C.1, CONSULTANT will give presentations and webinars to building owners.
Preparation of presentation materials and giving three one-hour training seminars is assumed Two will be in person, and one will be a webinar that can be recorded so that it can be viewed by owners in the future.
• Staff training: CONSULTANT will provide training to CITY staff on the technical requirements of the ordinance. Preparation of presentation materials and giving two half-day training seminars as are assumed.
• Technical resource: For one year, we will provide support to answer technical questions from City plan review staff on the ordinance.
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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 specitied 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.
Completion
Milestones Number of Days/Weeks (as specified below)
from NTP
1. Task A: Assessment of Prior Study and Projected November 2025, or to be determined Update of Potentially Eligible Buildings by CONSULTANT and CITY's Project Managers within term of Agreement
2. Task B: Development of an Updated Projected June 2026, or to be determined by Seismic Hazard Identification and CONSULTANT and CITY's Project Managers Mitigation Ordinance within term of Agreement
3. Task C: Implementation of a Seismic Projected July 2026, or to be determined by Mitigation Program CONSULTANT and CITY's Project Managers within term of Agreement
4. Task D: Ongoing Program Project July 2027, or to be determined by Implementation CONSULTANT and CITY's Project Managers
within term of Agreement
X Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
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 amounts). 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
Task A $49,610
(Assessment of Prior Study and Update of Potentially
Eligible Buildings)
Task B $58,040
(Development of an Updated Seismic Hazard Identification and Mitigation Ordinance)
Task C $41,180
(Implementation of a Seismic Mitigation Program)
Task D $40,090
(Ongoing Program Implementation)
Sub-total for Services $188,920
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $188,920
Additional Services (if any, per Section 4) $18,892
Maximum Total Compensation $207.812
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 PoRe In 3,2028
Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
A. Travel outside the San Francisco Bay 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.
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Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 EXHIBIT C-1
SCHEDULE OF RATES
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 amount as noted in pursuant to Section 4 of the Agreement. CONSULTANT's schedule of rates is as follows:
Principal Structural Engineer $290.00
Associate Principal $225.00
Technical Adviser $250.00
Project Engineer $150.00
Scyma Consulting LLC $250.00
Vanir Construction Management, Inc. $225.00
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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 OF
NUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT
EACH AGGREGATE
OCCURRENCE
YES ORKER'S COMPENSATIO STATUTORY STATUTORY STATUTORY
YES MPLOYER'S LIABILIT STATUTORY
YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL $1,000,000 $1,000,000
LIABILITY BODILY INJURY & PROPERTY
DAMAGE COMBINED.
BODILY INJURY $1,000,000 $1,000,000
EACH PERSON $1,000,000 $1,000,000
- EACH OCCURRENCE $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000
NON-OWNED
BODILY INJURY AND PROPERTY $1,000,000 $1,000,000
DAMAGE, COMBINED
YES PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE WHEN ALL DAMAGES $1,000,000
APPLICABLE), AND NEGLIGENT
PERFORMANCE
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
1. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT'S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@ CITYOFPALOALTO.ORG 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.
Profesian 50,2024
Docusign Envelope ID: 57605AD3-FB8D-46EE-BC8E-72F16C705CF6 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 C. NOTICE OF CANCELLATION
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.
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@ CITYOFPALOALTO.ORG
Professional Services
Rev. Jan 29, 2024