Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 1
AMENDMENT NO. THREE TO COST SHARE AGREEMENT
BETWEEN CITY OF PALO ALTO AND SANTA CLARA VALLEY WATER DISTRICT
REGARDING NEWELL ROAD BRIDGE REPLACEMENT PROJECT
This Amendment No. Three (Amendment), effective as of the date it is fully executed, amends the terms and conditions of the Cost Share Agreement Between City of Palo Alto (City) and Santa Clara Valley Water District (District) Regarding Newell Road Bridge Replacement Project (Project) dated April 9, 2012 (Agreement), Amendment No. One dated June 6, 2013, and Amendment No. Two dated May 11, 2015, individually, the Party or collectively, the Parties.
WHEREAS, the Agreement was entered into between the Parties to memorialize the District’s agreement to pay City the local matching funds associated with Project planning and design, and the City’s agreement to manage the engineering and environmental assessment phase of the Project; and
WHEREAS, City received a Caltrans Highway Bridge Program Grant (Grant) to reimburse the City for 88.53% of the Grant-eligible (referred to as “participating costs” by Caltrans) Preliminary Engineering (which entails full Project design) costs for the Project. District agreed to provide the remaining 11.47% of the Grant-eligible costs (referred to as the “local match” by Caltrans) on behalf of the City, pursuant to the Grant requirements; and WHEREAS, the Planning phase has been completed and City certified the Final Environmental Impact Report (EIR) on June 1, 2020; and
WHEREAS, Amendment No. One provided for an increase in the District’s local match portion to an amount not to exceed $79,045.00 (Amendment No. One), as invoiced by the City, and pursuant to Amendment No. Two an increase to an amount not to exceed $314,119.00 (Amendment No. Two), as invoiced by the City; and
WHEREAS, City retained Nolte Associates, Inc., now known as NV5, Inc., as its planning and design consultant (Consultant) for the Project. Consultant is currently preparing the Project design and its sub-consultant is providing Right-of-Way (R/W) support services; and WHEREAS, In August of 2020, City received an increased Grant award amount of $574,146 to complete Preliminary Engineering ($364,110 for PE; $163,036 for Construction Support; and $47,000 for City permits) and pay for a portion of City’s estimated costs for R/W appraisal and acquisitions ($113,000 for R/W). The increased Grant award amount allows for a maximum expenditure for the PE and R/W not to exceed $1,862,000; and WHEREAS, the Parties desire to amend the Agreement to provide for the District to increase its cost share contribution toward participating costs, including City’s the costs of additional Consultant services for Project design, bidding support, R/W support and compensation, and engineering support services during construction, as a portion of City’s local match funds, in correlation to the increased Grant amount; and
WHEREAS, the Parties desire to amend the Agreement to also provide for the District to add a cost share contribution towards non-participating costs (ineligible for Grant reimbursement) including costs for Project R/W compensation, and
WHEREAS, in March 2023, City submitted a request to Caltrans for additional Grant funding to pay for Consultant services not currently included in City’s agreement with Consultant, but necessary to complete Project PE and R/W services; and
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 2
WHEREAS, Caltrans provided comments through various rounds of iterations, with the most recent resubmittal occurred on August 14, 2024 and a determination on City’s request is pending with Caltrans.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions stated herein, and notwithstanding anything to the contrary stated in the Agreement, Amendment No. One, and Amendment No. Two, City and District hereby agree to amend the Agreement as follows:
1. SECTION I, SCOPE OF WORK, 1.1 is revised to state as follows:
“1.1 City has retained a consultant to prepare engineering design and environmental assessment for the replacement of the Newell Road Bridge over San Francisquito Creek to convey the approved Project design flow.”
2. SECTION II, DUTIES, 2.1 is revised to state as follows:
“2.1 District agrees to pay the local match portion in an amount not to exceed $469,577 as invoiced by the City.
a. The estimated Project costs as stated in the original Agreement and modified in Amendment No. One, Amendment No. Two, and this Amendment No. Three, and cost share amounts allocated amongst Caltrans’ Grant, City, and District are set forth in Table 1 Summary of Project Costs and Source of Funds below.”
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 3
Table 1: Summary of Project Costs and Source of Funds
City/District Cost Share Agreement and
Amendments
Total Not to
Exceed Amount
Caltrans
Share
(88.53%)
City Share
(88.53%)
Local Match
(District)
Share
(11.47%)
Cumulative Local
Match (District)
Share
Original Agreement $522,143 $462,253 $0 $59,890 $59,890 Amendment No. One1 $167,122 $147,953 $0 $19,1552 $79,045 Amendment
No. Two3
Newell Rd Bridge Cost $485,544 $429,852 $0 $55,706 $134,751 District’s Channel Work4 $179,368 $0 $0 $179,368 $314,119 Scope completed by City’s Consultant Amendment
No. Three
Design, permitting and construction
support by City’s Consultant (Amendment
No. 4 to NV5 Contract and City Permits)5
$574,146 $508,291 $0 $65,855 $379,974
Design and R/W appraisal and acquisition
support by City’s Consultant (Amendment
No. 5 to NV5 Contract)
$295,083.20 $261,237.26 $0 $33,846 $413,820
R/W acquisition compensation (additional
City costs, HBP eligible) $230,916 $204,4307 $0 $26,486 $440,306 R/W acquisition compensation (additional
City costs, non-HBP eligible) $255,200 $0 $225,929 $29,271 $469,577 TOTAL $2,709,522.28 $2,014,016.20 $225,929 $469,577 $469,577 NOTE:
1. Not to Exceed and Caltrans’ share amounts shown on this row are based on the approved E76 dated 5/22/2013.
2. Valley Water approved expenses were signed with a previous requested amount of $167,000. However, Caltrans approved $167,122. Additional 11.47% of $122 is included in cumulative costs in Amendment No. Two.
3. Not to Exceed and Caltrans share amounts shown on these rows are based on the approved E76 dated 5/06/2015.
4. Design and environmental review of channel work downstream of Newell Rd. Bridge for the District at District’s sole cost.
5. Not to Exceed and Caltrans share amounts shown on this row are based on the approved E76 dated 12/18/2020, plus $47,000 for City Permits not in the scope of City’s NV5 Consultant Contract Amendment #4.
6. The 0.2 cents is shown fully as Caltrans share due to rounding.
7. Amount City requested of Caltrans exhibit 6D in August 14, 2024. Additional for cost for PE and Regulatory permits not shown on this table will be submitted with next amendment. R/W Compensation Total $486,116 (HBP-Eligible = $230,916; Non-HBP=$255,200).
8. Amount in City’s NV5 Consultant original Contract through Amendment #5 = $2,176,406.20.
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 4
3. SECTION II DUTIES, 2.2 is revised to state as follows:
“2.2 The Parties agree to the following procedures for invoicing and remitting payment of the local match portion:
a. City will send an invoice to the District at the end of every month during which City incurred costs for which District has agreed to pay. Each invoice from City will include the following documents (in either or both, hard or soft copy, at District’s discretion), as a condition of District’s obligation to remit payment to City:
(1) narrative billing statement detailing the professional engineering services performed by City’s Consultant during the month;
(2) deliverables submitted to City for review and approval; (3) documentation City has paid its Consultant for such services; and (4) documentation of City submittal request for Grant funds reimbursement from Caltrans for such costs.
b. Provided a complete invoice has been received, including all required documentation, and approved by District, District agrees to reimburse City 11.47% of the participating and non-participating costs in each invoice within a month from the date on which the invoice was received.
c. City shall maintain full and adequate records to document the participating and non- participating costs pursuant to the Grant. City agrees to make available for examination by District, subject to limitations established by state law, its authorized agents, officers, or employees, any and all records, invoices, and payments received from Caltrans pursuant to the Grant.
d. City shall send District a final accounting of the reimbursements received from Caltrans and provide documentation confirming that the District’s contribution did not exceed 11.47% of the participating and non-participating total Project costs within 90 days of the City’s acceptance of the Project.
e. Any contributions by District in excess of 11.47% of the participating and non- participating costs shall be returned to District within sixty (60) days of District’s demand for such reimbursement. This Agreement will not terminate until such remittance has occurred.
f. If the Santa Clara Valley Water District determines it will be late with a payment, it shall notify the City’s Director of Public Works in writing at least two business days before the regularly scheduled payment date of its intent to make a late payment, including the date of when the payment will be made.
4. SECTION IV ADDITIONAL PROVISIONS is hereby added as follows:
“4.10 Agreement Execution. Unless otherwise prohibited by law or policy of either Party, the Parties agree that an electronic copy of a signed agreement, or an electronically signed agreement, has the same force and legal effect as an agreement executed with an original ink signature. The term “electronic copy of a signed agreement” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed agreement in a portable document format. The term “electronically signed agreement” means an agreement that is executed by applying an electronic signature using technology approved by District and City. As of the effective date of this Amendment No. Three, the City and the District each use DocuSign as its approved means of electronic signature.”
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 5
5. SECTION V NOTICES is revised to state as follows:
“Notices given pursuant to this Agreement and all Amendments hereto, may be delivered by first class mail addressed to the appropriate Party at the following addresses:
TO DISTRICT: Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, CA 95118
Attn: Erin Baker, Capital Engineering Manager
TO CITY: City of Palo Alto
Department of Public Works
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Michel Jeremias, Senior Engineer
6. All other terms and conditions of the Agreement, Amendment No. One, and Amendment No. Two, not otherwise amended as stated in this Amendment No. Three, remain in full force and effect.
IN WITNESS WHEREOF, THE PARTIES HAVE SET FORTH BELOW THEIR CONSENT TO THE TERMS AND CONDITIONS OF THIS AMENDMENT NO. THREE TO THE AGREEMENT THROUGH THE SIGNATURES OF THEIR DULY AUTHORIZED REPRESENTATIVES.
CITY OF PALO ALTO
By: ______________________
Ed Shikada
Title: City Manager
Date: _______________________
APPROVED AS TO FORM:
By: ______________________
Mark Vanni
Title: Assistant City Attorney
Date: _______________________
APPROVED:
By: ______________________
Brad Eggleston
Title: Director of Public Works
Date: _______________________
SANTA CLARA VALLEY WATER DISTRICT
By: ______________________
Melanie Richardson
Title: Interim Chief Executive Officer
Date: _______________________
APPROVED AS TO FORM:
By: ______________________
Carlos Orellana
Title: District Counsel
Date: _______________________
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 3/12/2025
3/20/2025