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AMENDMENT NO. 3 TO CONTRACT NO. C23185922
BETWEEN THE CITY OF PALO ALTO AND
KITTELSON & ASSOCIATES. INC.
This Amendment No. 3 (this "Amendment") to Contract No. C23185922 (the "Contract" as defined below) is entered into as of March 2, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and KITTELSON & ASSOCIATES, INC. a California corporation, located at 155 Grand Ave. Suite 505, Oakland CA 94612 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment.
RECITALS
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of production of the 2026 Bicycle and Pedestrian Transportation Plan Update, also known as the 2026 BPTP Update, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term by six months from June 30, 2026, through December 31, 2026, and increase the compensation by Seventeen Thousand Dollars ($17,000) from Three Hundred Thirty -Three Thousand, Nine -Hundred Forty -five Dollars and Five Cents ($333,945.05) to a new not -to- exceed amount of Three Hundred Fifty Thousand. Nine Hundred Forty -Five Dollars, Five Cents ($350,945.05).
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term "Contract" shall mean Contract No.
C23185922 between CONSULTANT and CITY, dated May 30, 2023, as amended by:
1. Amendment No.1, dated November 8, 2024
2. Amendment No.2, dated March 26, 2025
Docusign Envelope ID: B4D1EC1B-F482-4186-A44D-92B194A76706 Vers.: Aug. 5, 2019
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 hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance ofthe 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, Three Hundred Sixteen Thousand, Two Hundred Ninety -Five Dollars and Fifty Cents
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($316,295.50). 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 Thirty-Four Thousand, Six Hundred Forty-Nine Dollars and Fifty-Five Cents, ($34,649.55) 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 Three Hundred Fifty Thousand, Nine Hundred Forty-Five Dollars, Five Cents ($350,945.05), 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 Docusign Envelope ID: B4D1EC1B-F482-4186-A44D-92B194A76706 Vers.: Aug. 5, 2019
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: B4D1EC1B-F482-4186-A44D-92B194A76706 Vers.: Aug. 5, 2019
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit "B" entitled "EXHIBIT B, SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS.
b. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO KITTELSON & ASSSOCATES
City Manager Officer 1
APPROVED AS TO FORM:
By:
Name: Dave Mi 7 7 s
Title: vice President
City Attorney or designee
Officer 2
By:
Name: Lawrence van Dyke
Title: vice President, CFO
Attachments:
"EXHIBIT B, SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS.
"EXHIBIT C, COMPENSATION, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS.
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EXHIBITB
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3 (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. Prepare Detailed Work Plan and Strategy 6 days
2. Review Policy and Program Documents 30 days
3. Inventory Existing Facility Conditions 140 days
4. Community Outreach 375 days
5. Bicycle and Pedestrian Network
Enhancements
125 days
6. Implementation and Funding Strategy 35 days
7. Bicycle and Pedestrian Plan Document 300 days
8. Project Management and Oversight 80 weeks
[8J 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,
AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below.
Compensation shall be calculated based on the rate schedule attached as Exhibit C -1 up to the not to exceed budget amount for each task set forth below.
CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1
(Prepare Detailed Work Plan and Strategy)
$3,590.00
Task2
(Review Policy and Program Documents)
$9,130.00
Task 3
(Inventory Existing Facility Conditions)
$34,655.00
Task 4
(Community Outreach)
$90,360.00
Task 5
(Bicycle and Pedestrian Network Enhancements)
$71,185.00
Task 6
(Implementation and Funding Strategies)
$3,760.00
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Task 7
(Bicycle and Pedestrian Plan Document)
$61,300.00
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Task 8
(Project Management and Oversight)
$12,515.50
Sub-total for Services $276,495.50
Reimbursable Expenses (if any) $29,800.00
Total for Services and Reimbursable Expenses $316,295.50 Additional Services (if any, per Section 4) $34,649.55
Maximum Total Compensation (w/ 10%Contingency) $350,945.05
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: up to the not-to-exceed amount of: $29,800.00
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.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.