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this Agreement; (4) broad form property damage liability; (5) personal injuryliability endorsement, including death; and (6) automobile bodily injury andproperty damage insurance, including all owned, hired and non-owned equipment.C.Professional Liability Insurance. Professional Liability Insurance protectingagainst liabilities caused by the negligent acts, errors, or omissions ofCONSULTANT and all of CONSULTANTS employees, in connection with thisAgreement, at a minimum amount of 1,000,000 combined single limit coverageand 1,000,000 aggregate, on a "claims made basis" with a continuation ofcoverage extension for liabilities for two years from the date the Services aresubstantially complete. Such professional liability policies shall include coveragefor liability assumed by the CONSULTANT under this Agreement. Consultantshall require its subcontractors and subconsultants providing professional servicesto maintain equivalent levels of professional liability insurance.D.Workers Compensation Insurance. Workers Compensation insurance,occupational disease insurance and employer’s liability insurance shall berequired with minimum limits as required by law, covering all workplacesinvolved in this Agreement.E.Policy Terms. Concurrently with execution of this Agreement, CONSULTANTshall provide CITY with Certificates of Insurance evidencing thatCONSULTANT has obtained or maintains the insurance required by this Section5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shallalso furnish CITY with original endorsements with the following documentation: Precluding cancellation or reduction in coverage until thirty (30) days afterwritten notification from the insurer to the City;Providing that CONSULTANT's insurance shall apply separately to eachinsured against whom claim is made or suit is brought, and include a“separation of insureds” or “severability” clause which treats each insuredseparately, except with respect to the limits of the insurer's liability (crossliability endorsement);For (A) Commercial Automobile Liability Insurance and (B) CommercialGeneral Liability Insurance, naming CITY, its City Council, boards,commissions, committees, officers, employees and agents as additionalinsureds (“Additional Insureds”); andProviding that for any claims relating to CONSULTANT's services hereunder,CONSULTANT's insurance coverage shall be primary insurance with respectto CITY, its City Council, boards, commissions, committees, officers,employees and agents, and that any insurance or self-insurance maintained byCITY for itself, its City Council, boards, commissions, committees, officers,employees and agents shall be in excess of CONSULTANT's insurance andshall not be contributory with it.It shall be a requirement under this Agreement that any available insuranceproceeds broader than or in excess of the specified minimum insurancecoverages requirements and/or limits shall be available to the Additional-5-OAK #4846-8099-6918 v205620-0129

Insured, including but not limited to any umbrella or excess insurance.Furthermore, the requirements for coverage and limits shall be the greater of:(a) the minimum coverage and limits specified in this Agreement; or (b) thebroader coverage and maximum limits of coverage of any insurance policy orproceeds available to the named insured.F.Material Breach. If CONSULTANT fails to maintain insurance coverage orprovided insurance documentation which is required pursuant to this Agreement,it shall be deemed a material breach of this Agreement. CITY, at its sole option,may terminate this Agreement and obtain damages from CONSULTANTresulting from said breach. Alternatively, CITY may purchase the requiredinsurance coverage, and without further notice to CONSULTANT, may deductfrom sums due to CONSULTANT any premium costs advanced by CITY forsuch insurance. These remedies shall be in addition to any other remediesavailable to CITY.ARTICLE 6 - NOTICESAll notices or other communications required or permitted hereunder shall be in writing, andshall be personally delivered or sent by facsimile or reputable overnight courier and shall bedeemed received upon the earlier of: (1) if personally delivered, the date of delivery to theaddress of the person to receive such notice; (2) if delivered by Federal Express or otherovernight courier for next business day delivery, the next business day; (3) if sent by facsimile,with the original sent on the same day by overnight courier, the date on which the facsimile isreceived, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date ofdelivery on the confirmed read receipt. Notice of change of address shall be given by writtennotice in the manner described in this Article 6. Rejection or other refusal to accept or theinability to deliver because of a change in address of which no notice was given shall be deemedto constitute receipt of the notice or communication sent. Unless changed in accordanceherewith, the addresses for notices given pursuant to this Agreement shall be as follows:If to CITY:City Manager170 Santa Maria AvenuePacifica, CA 94404Phone: (650) 738-7409Facsimile: (650) 359-6038Email: ltinfow@ci.pacifica.ca.usIf to CONSULTANT:Phone:Facsimile:-6OAK #4846-8099-6918 v205620-0129

ARTICLE 7 - MISCELLANEOUS7.1.Entire Agreement. This Agreement represents the entire understanding of CITY andCONSULTANT as to those matters contained herein. No prior oral or writtenunderstanding shall be of any force or effect with respect to those matters coveredhereunder. This Agreement may only be modified by an amendment in writing signed byeach party.7.2.No Assignment. The Services are deemed unique and neither party shall assign, transfer,subcontract or otherwise substitute its interest in this Agreement or any of its obligationshereunder without the prior written consent of the other party. As limited by this Section7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.7.3.Severability. If any part of this Agreement is determined to be unconstitutional, invalidor beyond the authority of either party, such decision shall not affect the validity of theremainder of this Agreement, which shall continue in full force and effect, provided thatthe remainder of this Agreement can be interpreted to give effect to the intentions of theparties.7.4.Counterparts. This Agreement may be signed in counterparts and, when fully signed,such counterparts shall have the same effect as if signed in one document.7.5.Choice of Law. This Agreement and all matters relating to it shall be governed by thelaws of the State of California without reference to its choice of laws principles andvenue shall be in the appropriate court in San Mateo County, California.7.6.Waiver. No failure on the part of either Party to exercise any right or remedy hereundershall operate as a waiver of any other right or remedy that party may have hereunder. Awaiver by either CITY or CONSULTANT of any breach of this Agreement shall not bebinding upon the waiving party unless such waiver is in writing. In the event of a writtenwaiver, such a waiver shall not affect the waiving party's rights with respect to any otherfurther breach.7.7.Mediation. In the event the parties are unable to resolve a dispute arising under thisAgreement through good faith negotiations, the parties agree to submit the matter tomediation with a mutually agreeable mediator. Prior to the mediation, the parties shallexchange any documents reasonably necessary to resolve the matter to be mediated.7.8.Attorney’s Fees. If any action at law or in equity, including an action for declaratoryrelief, is brought to enforce or interpret the provisions of this Agreement, the prevailingparty shall be entitled to reasonable attorneys' fees, which may be set by the court in thesame action or in a separate action brought for that purpose, in addition to any other reliefto which that party may be entitled.7.9.Interpretation. In the event this Agreement is ever construed in any dispute between theparties, it and each of its provisions shall be construed without regard to the party orparties responsible for its preparation and shall be deemed to have been prepared jointly-7-OAK #4846-8099-6918 v205620-0129

by the parties. The rule of construction to the effect that ambiguities are to be resolvedagainst the drafting party shall not be employed in interpreting this Agreement.7.10.Authority. Each individual executing this Agreement on behalf of one of the partiesrepresents that he or she is duly authorized to sign and deliver the Agreement on behalf ofsuch party and that this Agreement is binding on such party in accordance with its terms.7.11.Third Parties. Nothing contained in this Agreement shall create a contractualrelationship with, or cause of action in favor of, a third party against either the CITY orCONSULTANT. CONSULTANT’s Services hereunder are being performed solely forthe benefit of CITY.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forthabove.CITY OF PACIFICABy:DateKevin Woodhouse, City ManagerApproved As To FormBy:Michelle Marchetta Kenyon, City AttorneyCONSULTANTBy:DateBy:Date-8OAK #4846-8099-6918 v205620-0129

EXHIBIT ATASK ORDEROAK #4846-8099-6918 v205620-0129

TASK ORDER NO.CITY OF PACIFICAANDALTA PLANNING DESIGNSECTION 1 – PURPOSEThe purpose of this Task Order is to authorize and direct ALTA PLANNING DESIGN toproceed with the work specified in SECTION 2 below, in accordance with the provisions of theMaster Agreement for Consultant Services between the City of Pacifica (“CITY”) and ALTAPLANNING DESIGN (“CONSULTANT”) hereto dated July 23, 2018 (“MASTERAGREEMENT”)SECTION 2 – SCOPE OF WORKThe items authorized by this Task Order are presented in Attachment “A” – Scope of Services,which is attached hereto and incorporated by this reference.SECTION 3 – COMPENSATION AND PAYMENTCompensation shall be as provided in the MASTER AGREEMENT. Compensation for servicesas set forth in SECTION 2 shall be as set forth in Attachment “B” – Compensation, which isattached hereto and incorporated by this reference. Total compensation for all services providedunder this Task Order shall not exceed one hundred and nine thousand and six hundred and sixtysix dollars ( 109,660) (“Cost Ceiling”).SECTION 4 – TIME OF PERFORMANCEThe services described in SECTION 2 of this Task Order shall be completed by September 2018or as extended in writing by the City Manager.SECTION 5 – ITEMS AND CONDITIONSAll terms and conditions contained in the MASTER AGREEMENT are incorporated byreference and remain in full force and effect.Approved this day of , .[Signatures on Next Page]-2OAK #4846-8099-6918 v205620-0129

CITY OF PACIFICABy:DateKevin Woodhouse, City ManagerApproved As To FormBy:Michelle Marchetta Kenyon, City AttorneyCONSULTANTBy:DateBy:Date-3OAK #4846-8099-6918 v205620-0129

ATTACHMENT “A”SCOPE OF SERVICES-4OAK #4846-8099-6918 v205620-0129

Bicycle and Pedestrian Master Plan Alta Planning DesignProposal Overview and SummaryOverviewAlta understands the unique character of Pacifica as asmaller community in the Bay Area with close accessto regionally significant trails and coastline. Alta iscurrently completing a Bicycle and Pedestrian MasterPlan for the City of Half Moon Bay that deals with manyof the same issues and challenges facing Pacifica.For example, home-based work trips in Half MoonBay are typically not feasible by walking or bicyclingdue to terrain and distance, however non-work tripsoffer a substantial opportunity for converting automobile trips to active modes. Trips that start and endin Pacifica account for 58 percent of non-work tripstied to recreation, shopping and errands, social visits,and school-related trips. The Bicycle and PedestrianMaster Plan will work to identify the strategic investments in infrastructure and programs needed to makenon-motorized transportation options safer and moreconvenient for residents and visitors.The Bicycle and Pedestrian Master Plan will take itsguidance from the goals of the 2025 General Plan.Adopted in 2014 through a rigorous public involvement process, the General Plan guides the City’s longrange development and requires city actions, specificplans, and master plans be consistent with its policies. Guiding and Implementing policies that can beadvanced through a carefully developed Bicycle andPedestrian Master Plan include: Creating a comprehensive transportation systemwith a continuous network of sidewalks and bicycleroutes (CI-G-1) Planning transportation improvements to supportsafe and convenient access for all users (CI-G-2) Minimizing pedestrian crossing distances (CI-I-2) Improving safety by providing lighting and trafficcalming devices for residential streets (CI-I-2) Identify roadway retrofits to create CompleteStreets (CI-I-4) Expanding the trail system (OC-G-7)To align with the General Plan, Alta will create adocument that takes direction and further refinesthese policies. For instance, the General Plan identifies five priority pedestrian zones in Pacifica wherehigh volumes of pedestrian traffic are encouraged.As part of our work, Alta will evaluate sidewalk width,wayfinding, street amenities, lighting, mid-blockand intersection crossings among other streetscapeelements to identify opportunities to enhance thesepriority areas in addition to streets that are part ofPacifica’s proposed trail system improvements, streetsadjacent to schools, and locations with a history ofvehicle-pedestrian collisions.To better accommodate all roadway users and implement the policy of creating “Complete Streets,”the General Plan began the process of identifyingroadway retrofits such as on Linda Mar Boulevard,Terra Mar Boulevard, Palmetto Avenue, Crespi Drive,and others. Through the Bicycle and Pedestrian MasterPlan process, Alta will evaluate these retrofit opportunities to widen sidewalks, improve crossing conditions, upgrade existing bikeways, and fill in gaps in thebikeway network. The General Plan did not includebuffered bicycle lanes or newly approved Class IVSeparated Bikeways as part of its Proposed BicycleNetwork Map, however these Caltrans approved and1

City of Pacifica Alta Planning Designemerging best practices adhere General Plan policiesby providing a safer, more comfortable experience forall ages and bicycling abilities. Alta will look for opportunities to include these enhanced bikeway designs inthe context of the larger transportation system. LindaMar Boulevard will receive focused analysis to understand traffic speeds, volumes, land uses and parkingneeds (through a parking occupancy study). Alta willpresent retrofit concepts to the community to helpassess the active transportation benefits and potentialtrade-offs (such as parking loss or traffic delay) beforemaking a final recommendation.Alta will also evaluate opportunities for upgrades andnew crossing over Highway 1, steps to complete theCoastal Trail and North-South Bikeway, connectionsto open spaces, trailheads and community destinations (such as school and commercial areas), andlocations for more end-of-trip facilities such as shortterm and long-term bicycle parking and shower facilities. Education, encouragement, enforcement, andevaluation programs ideas will also be developed andmatched to the City’s capacity and resources neededto deliver these programs effectively.Funding and ImplementationAlta recognizes that the greatest value our firm canprovide to Pacifica is to help the City leverage regional,state, and federal funding for new investments inbicycle and pedestrian infrastructure that benefit theCity’s residents. We combine the knowledge of planners, designers, and engineers to see that proposedbicycle and pedestrian projects are fundable andfeasible. Alta also boasts a strong team of programmatic and Safe Routes to School experts, seeing thatany plan document for Pacifica has a strong focus onsafety for getting children and parents to walk andbike safely to school. Alta has helped over a dozencities successfully apply for Caltrans ATP grants. Aspart of our approach, Alta will develop a fundingsection to tailor each project recommendation to suitable funding sources and provide the City with priorityproject sheets that can help for the basis for futurefunding requests.Scope of WorkTask 1. Project Management &Project StrategyAlta will kick-off the plan and define the strategy forthe development of the Bicycle and Pedestrian MasterPlan. The kick-off meeting will include City staff andstakeholders for a strategy session to clarify scope,background, and project goals and priorities. The AltaProject Manager will also establish work and communication protocols with the City of Pacifica ProjectManager.TASK 1.1. PROJECT MANAGEMENTThroughout the project, there will be ongoing coordination between Alta’s Project Manager, Jeff Knowles,and the City of Pacifica project manager – includingemail, phone, and written communication to keep theCity up-to-date on Plan development.In addition to the ongoing communication noted above,Jeff will conduct bi-monthly calls to review progress,schedule, budget, and next steps. Alta will providemonthly project status reports that will include:»» Task deliverable status, budget spent, and budgetremaining»» Schedule status»» Deliverables submitted»» Deliverables to be submitted in the next monthTask 1.1 Deliverables: Monthly project status reportsAlta will employ a three-tier quality control programincluding a detailed review of deliverables by theproject manager, principal, and a copy editor prior tosending to the City.TASK 1.2. KICK-OFF AND STRATEGYSESSIONAlta will plan and facilitate a project kick-off meetingto clarify the project scope, background, and priorities. To make the most effective use of City staff time,we propose to conduct several activities prior to theproject kick-off. Pre-kick-off activities include:»» Development of a refined work plan based onCity’s feedback on proposed tasks.»» Gathering of existing plans, policies, and relateddocuments and data. Alta will request from the2

Bicycle and Pedestrian Master Plan Alta Planning DesignTask 2. Collect and ReviewExisting Data/ConditionsCity all plans, data and documents not alreadyprovided and review these documents prior toproject kick-off.The foundation for a successful plan is an understanding of the extent and condition of the existingsystem. This task includes reviewing existing information and data on the bicycle and pedestrian transportation system in Pacifica including the review of theexisting Bicycle Plan from 2001.The strategy session will involve key City staff to defineproject objectives and critical action items for theproject. Alta will provide a refined work plan for thismeeting, based on City feedback

This Master Agreement for Consultant Services (the "Agreement") is made and entered into this 23rd day of July, 2018, by and between THE CITY OF PACIFICA, a municipal . Agreement, at a minimum amount of 1,000,000 combined single limit coverage and 1,000,000 aggregate, on a "claims made basis" with a continuation of .