Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. C25193598
BETWEEN THE CITY OF PALO ALTO AND
FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC.
This Amendment No. 1 (this “Amendment”) to Contract No. C 25193598 (the “Contract” as defined below) is entered into as of October 20, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC., a California Corporation, located at 2054 University Ave., Suite 600, Berkeley CA 94704 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of assessing and conducting research on public responses in connection with development of a Master Plan and placement of a General Obligation Bond Measure on the November 2026 Election Ballot for the Cubberley Project (the “Project”), as detailed therein.
B. The Parties now wish to amend the Contract in order to (1) add to the Scope of Services, (2) conduct additional On- call Services by increasing the total not- to-exceed compensation amount by Twenty Six Thousand Seven Hundred and Seventy Five Dollars ($26,775) from One Hundred Twenty Six Thousand Two Hundred Twenty Five Dollars ($126,225) to a new not- to-exceed compensation amount of One Hundred Fifty Three Thousand Dollars ($153,000), (3) update the Schedule of Performance and (4) update schedule of rates, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C25193598 between CONSULTANT and CITY, dated February 24, 2025.
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 4, “NOT TO EXCEED COMPENSATION” of the Contract is hereb y amended to read as follows:
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
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 Fifty-Three Thousand Dollars ($153,000). 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.
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 Zero ($0) 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 One Hundred Fifty -Three Thousand Dollars ($153,000), 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 A dditional 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 exec uted 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.
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “ SCOPE OF SERVICES, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “ COMPENSATION, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.
d. Exhibit “C -1” entitled “ SCHEDULE OF RATES , AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
FAIRBANK, MASLIN, MAULLIN, METZ &
ASSOCIATES, INC.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1” (AMENDED, REPLACES
PREVIOUS)
EXHIBIT “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1” (AMENDED,
REPLACES PREVIOUS)
EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 1” (AMENDED, REPLACES PREVIOUS)
EXHIBIT “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 1” (AMENDED, REPLACES
PREVIOUS)
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Miranda Everitt
Partner
Partner and COO
Curt Below
Vers.: Aug. 5, 2019
EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
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.
CONSULTANT shall conduct research assessing potential approaches for the CITY to consider in the Cubberley Project and in the November 2026 election. Research will be performed as follows:
Task 1:
CONSULTANT shall conduct surveys with the following specifications:
Questionnaire: Four (4 ) 15-to 20-minute questionnaires to assess public reactions to various components of a potential tax options. Work includes drafting polling outlines and questions, for staff, political strategy consultant, and City Council review, prior to conducting the surveys.
Methodology: Dual-mode survey obtaining interviews via cell phone, landline, email and text message invitation
Sample 400 to 600 voters likely to participate in the November 2026 election
Questionnaire 15 to 20 minutes
Community Engagement and Outreach for the Site Master Plan:
a) A community needs survey to assess perceived need for funding for a community center, and priorities in its design. This survey could also evaluate voter willingness to pay at the household level for a new center. The survey could also track key community satisfaction questions such as quality of life, satisfaction with specific services, and/or approval ratings for specific departments, as well as any other topics of interest to the city.
Potential General Obligation Bond Measure:
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
b) A baseline survey to assess potential ballot measure language, willingness to pay at the household level, the importance of a range of project elements, and messaging for and against a measure. This could be conducted early in 2026. c) A tracking survey in the weeks before a ballot measure placement vote, assessing viability of the 75-word title and summary, tracking key perceptions, and messaging for and against a measure. A tracking survey is typically shorter than a baseline survey, and often has a slightly smaller sample size.
Task 2:
Following completion of the survey, the CONSULTANT shall provide the following deliverables:
• A questionnaire with the topline results of the survey for easy reference. • A complete set of crosstabs in an easy-to-read, comprehensive format. • Verbatim responses to any open-ended questions.
• A complete analysis of survey results in PowerPoint.
• A presentation of the survey results.
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. a. Assess Community Needs Summer 2025
2. b. Baseline for Potential Ballot Measure Fall 2025/2026
3. c. Tracking for Potential Ballot Measure Winter/Spring 2026
4. d. Tracking for Potential Ballot Measure Spring/Summer 2026
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(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 E xhibit 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
Task 1
(a. Assess Community Needs)
$38,250
Task 2
(b. Baseline for Potential Ballot Measure)
$38,250
Task 3
(c. Tracking for Potential Ballot Measure)
$38,250
Task 4
(d. Tracking for Potential Ballot Measure)
$38,250
Sub-total for Services $153,000
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $153,000
Additional Services (if any, per Section 4) $0
Maximum Total Compensation $153,000
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
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.
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.
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Hourly
Rate Tier
$230 Partner
$170 Senior Vice President
$145 Manager
$115 Senior Analyst/Researcher
$90 Analyst
$60 Administrative/Associate
Docusign Envelope ID: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93 Certificate Of Completion
Envelope Id: E078DD8F-4C5A-4701-83BE-5D85D4FD7D93
Status: Completed
Subject: Complete with Docusign: Final Amend No.1 (C25193598) FM 3.pdf Source Envelope:
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Alice Harrison
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 170.85.54.83
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Miranda Everitt
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Partner
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Curt Below
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Partner and COO
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Cayla Koga
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City of Palo Alto
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Christine Paras
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Asst. Director Administrative Services
City of Palo Alto
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