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2019-04-08 City Council Agenda Packet
City Council 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Monday, April 8, 2019 Regular Meeting Council Chambers 6:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Study Session 6:00-7:00 PM 1. Joint Study Session With the Palo Alto Youth Council Agenda Changes, Additions and Deletions City Manager Comments 7:00-7:10 PM Oral Communications 7:10-7:30 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 7:30-7:35 PM 2. Approval of Action Minutes for the March 11 and March 18, 2019 Council Meetings and the March 18, 2019 Committee of the Whole Meeting 2 April 8, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Consent Calendar 7:35-7:40 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 3. Approval of Amendment Number 2 to Contract Number C15157160 With Traffic Data Services for the Provision of On-call Traffic Data Collection Services to Extend the Term Through June 30, 2020 and Increase Maximum Compensation by $75,000 for a Total Not-to- Exceed Amount of $175,000 4. Approval of Construction Contract Number C19174815 With O'Grady Paving, Inc. in an Amount Not-to-Exceed $679,033, and Authorization of Contract Contingency in an Amount Not-to-Exceed $67,904 for the University Avenue Resurfacing Project, Capital Improvement Program Projects WS-12001, GS-12001, EL-98003, FO-10001, and PE-86070 5. Request for Authorization to Increase the Legal Services Agreement With the Law Firm of Conrad Metlitzky, LLP by an Additional $12,000 for a Total Not-to-Exceed Amount of $277,000 Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:40-8:40 PM 6. PUBLIC HEARING/QUASI-JUDICIAL. 3225 El Camino Real [18PLN-00166]: Request for Approval of a Final Map to Create a two lot Vertical Airspace Subdivision for a Retail/Office Space, Four Apartments and Four Condominiums. The Final Map Also Includes Access and Utility Easements. Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act (CEQA) in Accordance With Guideline Section 15268(b)(3) (Ministerial Projects). Zoning District: Service Commercial (CS) 8:40-9:30 PM 7. Direct the City Manager or his Designee to either: 1) Sell 335 Webster Street; or 2) Pursue the City's Right to Purchase the Former City Manager’s 33.8 Percent Interest in the Property Located at 335 Webster Street (Assessor’s Parcel Number 120-02-089) State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 3 April 8, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Public Letters to Council Set 1 City of Palo Alto (ID # 10215) City Council Staff Report Report Type: Study Session Meeting Date: 4/8/2019 City of Palo Alto Page 1 Summary Title: Study Session with Youth Council Title: Joint Study Session with the Palo Alto Youth Council From: City Manager Lead Department: Community Services Potential Topics for Discussion: 1. Introduction to the Palo Alto Youth Council (PAYC) Officers 2. Accomplishments from 2018/2019 School Year 3. Looking Forward to 2019/2020 4. Council Comments and Questions CITY OF PALO ALTO OFFICE OF THE CITY CLERK April 8, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the March 11 and March 18, 2019 Council and March 18, 2019 Committee of the Whole Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 03-11-2019 DRAFT Action Minutes (DOC) • Attachment B: 03-18-2019 DRAFT Action Minutes (DOCX) • Attachment C: 03-18-2019 DRAFT Action Minutes- Committee of the Whole (DOCX) Department Head: Beth Minor, City Clerk Page 2 City Council Town Hall and Joint Meeting with the North Ventura Coordinated Area Plan Working Group 1 Special Meeting March 11, 2019 The City Council of the City of Palo Alto met on this date at the Ventura Community Center, 3990 Ventura Ct., Palo Alto, CA at 6:10 P.M. Present: Cormack; DuBois arrived at 6:54 P.M., Filseth, Fine, Kou, Tanaka Absent: Kniss Discussion A. Report From the City Manager on Issues of General Interest to the Ventura Neighborhood, Including: National Citizen Survey Results for Area 4 (Which Includes the Ventura Neighborhood), Traffic/Bicycle/ Pedestrian Circulation, Parks, Parking Regulation, and Other Issues, and Introduction of Departments in Attendance. Action 1. Update on the North Ventura Coordinated Area Plan (NVCAP) Planning Process, Review of Next Steps, and Possible Council Direction to Staff on Next Steps. MOTION: Council Member DuBois moved, seconded by Vice Mayor Fine to Update project direction to include: A. Removal of the Stanford playing fields from the park space counted for Ventura use; B. Evaluate and propose policies around: 1. Higher required inclusionary housing; 2. Workforce housing; 3. Preventing displacement of existing residents; Page 2 of 2 City Council Meeting Draft Action Minutes: 3/11/2019 C. Evaluate and propose office size limits to encourage small office uses; and D. Evaluate and propose an objective accounting for economic value provided to property owners as part of the specific plan versus current zoning, and the value of any community amenities. AMENDMENT: Council Member Cormack moved, seconded by Council Member XX to direct Staff to return to council with 3 scenarios. AMENDMENT WITHDRAWN BY THE MAKER AMENDMENT: Council Member Kou moved, seconded by Council Member XX to add to the Motion, “add a member to the NVCAP Working Group who participated in the South of Forest Area (SOFA) Plan.” AMENDMENT WITHDRAWN BY THE MAKER AMENDMENT: Council Member Kou moved, seconded by Council Member XX to enhance oral communications at the NVCAP meetings. AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION PASSED: 6-0 Kniss absent Adjournment: The meeting was adjourned at 9:31 P.M. CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 3 Special Meeting March 18, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:01 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou arrived at 5:03 P.M., Tanaka Absent: Closed Session 1. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Michelle Flaherty, Rumi Portillo, Sandra Blanch, Nicholas Raisch, Molly Stump, Terence Howzell, and Kiely Nose) Employee Organization: (1) Utilities Management and Professional Association of Palo Alto (UMPAPA), (2) Service Employees International Union, (SEIU) Local 521, (3) Police Officers’ Association of Palo Alto (PAPOA), (4) Palo Alto Police Managers’ Association (PMA), (5) International Association of Fire Fighters, (IAFF) Local 1319, and (6) Palo Alto Fire Chiefs’ Association (FCA); Authority: Government Code Section 54957.6 (a). MOTION: Council Member Cormack moved, seconded Vice Mayor Fine to go into Closed Session. MOTION PASSED: 6-0 Kou absent Council went into Closed Session at 5:02 P.M. Council returned from Closed Session at 6:06 P.M. Mayor Filseth announced no reportable action. Special Orders of the Day 2. Proclamation Welcoming Exchange Students and Chaperones From Tsuchiura, Ibaraki, Japan. AT THIS TIME COUNCIL WENT BACK INTO THE CLOSED SESSION DRAFT ACTION MINUTES Page 2 of 3 City Council Meeting Draft Action Minutes: 03/18/2019 Council went into Closed Session at 6:20 P.M. Council returned from the Closed Session at 6:55 P.M. Mayor Filseth advised no reportable action. 3. Proclamation Honoring La Comida and Their Service to the Community. Minutes Approval 4. Approval of Action Minutes for the February 25 and March 4, 2019 Council Meetings. MOTION: Vice Mayor Fine moved, seconded by Council Member Kniss to approve the Action Minutes for the February 25 and March 4, 2019 Council Meetings. MOTION PASSED: 7-0 Consent Calendar MOTION: Mayor Filseth moved, seconded by Council Member Cormack to approve Agenda Item Numbers 5-7A. 5. Approval of the Agreement Between the City of Palo Alto and the Palo Alto Unified School District for School Resource Officer Services and Shared Funding of the Positions in the Form of Reimbursable Payment (Revenue) to the City, up to $200,000 in Fiscal Year (FY)2019 and $250,000 in FY2020, With the Potential for a One-year Extension. 6. Resolution 9822 Entitled, “Resolution of the Council of the City of Palo Alto Extending the Bikeshare and E-Scooter Pilot Program.” 7. Resolution 9823 Entitled, “Resolution of the Council of the City of Palo Alto for Senate Bill 1, the Road Repair and Accountability Act, for Fiscal Year 2020 Project List for Capital Improvement Program Project PE- 86070, Street Maintenance Project.” 7A. Appointment of Management Partners, Inc. to Serve as the City’s Interim Auditor and Approval of a Professional Services Agreement With Management Partners for Auditor Services up to $85,000 for a 6-month Term. MOTION PASSED: 7-0 DRAFT ACTION MINUTES Page 3 of 3 City Council Meeting Draft Action Minutes: 03/18/2019 Action Items 8. Acceptance of Proposed Policy to Plan for Sea Level Rise. MOTION: Council Member Cormack moved, seconded by Council Member Kniss to: A. Accept the Sea Level Rise Adaptation Policy, which will serve as a guide for the development of a subsequent Sea Level Rise Adaptation Plan. This Plan will serve as the Sustainability and Climate Action Plan–Sea Level Rise chapter; and B. Direct Staff to return to Council with a Sea Level Rise Adaptation Plan by December 2020. MOTION PASSED: 7-0 Adjournment: The meeting was adjourned in memory of the victims of the March 15, 2019 mass shootings in Christchurch, New Zealand at 8:39 P.M. City Council Committee of the Whole DRAFT ACTION MINUTES Page 1 of 3 Special Meeting March 18, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 8:47 P.M. Present: Cormack, DuBois, Fine, Kou, Tanaka Absent: Filseth, Kniss Action Items 1. Connecting Palo Alto Grade Separations Recommendations: Adjust Schedule, Update Selection Criteria, and Review Terms for Upcoming Contract Amendment With AECOM to Increase Funds and Timeline for Additional Engineering and Outreach Services. Mayor Filseth advised he will not participate in this Agenda Item because he lives within 500 feet of the Caltrain right of way. Council Member Kniss advised she will not participate in this Agenda Item because she has a real property interest within 500 feet of Caltrain right of way. Council Member Tanaka left the meeting at 10:00 P.M. MOTION: Council Member Fine moved, seconded by Council Member Cormack to: A. Accept updates to the timeline for the Connecting Palo Alto Rail Grade Separation planning effort, with the timeline being extended to October 2019; B. Direct Staff to review and consider recommendations to the City Council-adopted criteria for Rail Grade Separation without the tiering structure; C. Continue the CAP meetings; D. Direct Staff to return to Council with polling options; DRAFT ACTION MINUTES Page 2 of 3 City Council Meeting Draft Action Minutes: 03/18/2019 E. Hold specific meetings on the financial risk and strategy on the Caltrain business plan, passing tracks, and Embarcadero/Churchill crossings; F. Direct Staff to develop a list of ongoing questions and answers; and G. Recommend the City Council approve the parameters for an upcoming contract amendment to contract C18171057 with AECOM funded in the Grade Separation capital project (PL-17001) to continue work to assist the City with the selection of a preferred solution for environmental review. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Motion, Part A to state “Direct Staff to propose a detailed timeline…” and delete Motion Part C “Continue the CAP meetings.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Motion, Part B to state “Direct Staff to create a dynamic model that orders the alternatives based on the criteria.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Motion, Part C to state “Direct Staff to return to Council with a plan for a community working group which would focus on project alternatives, funding and technical issues, and communications. The working group should include members of the CAP, businesses, and Stanford.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to delete Motion, Part E “Hold specific meetings on the financial risk and strategy on the Caltrain business plan, passing tracks, and Embarcadero/Churchill crossing.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Motion, Part C to state “…focus on recommending project alternatives…” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion, Part C “The working group should include members of the CAP, businesses, and Stanford.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, Part C “Direct Staff to return to Council with a plan for a community working group which reports to Council and..” DRAFT ACTION MINUTES Page 3 of 3 City Council Meeting Draft Action Minutes: 03/18/2019 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to delete Motion, Part D “Direct Staff to return to Council with polling options” and amend Motion Part A to state “…and which includes community engagement.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, Part D “…and answers…” MOTION AS AMENDED RESTATED: Vice Mayor Fine moved, seconded by Council Member Cormack to: A. Direct Staff to propose a detailed timeline for the Connecting Palo Alto Rail Grade Separation planning effort, with the timeline being extended to October 2019, and which includes community engagement; B. Direct Staff to create a dynamic model that orders the alternatives based on the criteria; C. Direct Staff to return to Council with a plan for a community working group which reports to Council and would focus on recommending consensus-based project alternatives based on funding and technical issues, and ideas for communication; D. Direct Staff to develop a list of ongoing questions and answers from the Rail Committee of the Whole; and E. Recommend the City Council approve the parameters for an upcoming contract amendment to contract C18171057 with AECOM funded in the Grade Separation capital project (PL-17001) to continue work to assist the City with the selection of a preferred solution for environmental review. MOTION AS AMENDED PASSED: 4-0 Tanaka absent; Filseth, Kniss recused Adjournment: The meeting was adjourned at 11:25 P.M. City of Palo Alto (ID # 9992) City Council Staff Report Report Type: Consent Calendar Meeting Date: 4/8/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Amendment to Contract C15157160 with Traffic Data Services Title: Approval of Amendment Number 2 to Contract Number C15157160 With Traffic Data Services for Provision of On-call Traffic Data Collection Services to Extend the Term Through June 30, 2020 and Increase Maximum Compensation by $75,000 for a Total Not-to-Exceed Amount of $175,000 From: City Manager Lead Department: Transportation Recommendation: Staff recommends that Council authorize the City Manager to execute Amendment Two (Attachment A) to Contract C15157160 with Traffic Data Services for provision of On-Call Traffic Data Collection Services to extend the term for one additional year through June 30, 2020 and increase the maximum compensation by $75,000 for a total not-to-exceed amount of $175,000. Background: In February 2015, Council approved a contract with Traffic Data Services for the provision of on- call traffic data collection services. This contract supports traffic data collection efforts that cannot be completed by Public Works Department staff. Council approved Amendment One in January 2017 to this contract to extend the term until June 30, 2019. Discussion: The contract for the On-Call Traffic Data Collection Services provides for collecting traffic speed and volume data, peak hour video turning movement counts, school pedestrian classification counts, video bicycle and pedestrian data and parking occupancy counts. This data is necessary for the Office of Transportation to complete Council-priority projects, capital improvement projects, Palo Alto 311 service requests, implement traffic signal timing changes, monitor the performance of the City’s surface transportation network, and manage various projects and City of Palo Alto Page 2 initiatives throughout the community. In order to provide continuity in data collection and allow Staff to proceed with work on priority transportation projects with near-term data collection needs , Staff is requesting that Council approve the attached amendment extending the term of the existing contract for another year and adding $75,000 for the provision of on-call traffic data collection services until June 30, 2020. The scope of the contract remains same; however increased funds are requested in anticipation of additional traffic data required to evaluate Capital Improvement Projects and for updating Citywide Traffic Flow map. In early 2020, the City intends to release a Request for Quotations (RFQ) for future traffic data collection services. A new vendor, identified through a solicitation and selection process will begin the term with the City effective July 1, 2020. Video technology used to collect bicycle, pedestrian, parking occupancy counts and vehicular turning movement counts does not collect and retain audio, electronic, visual, location and other personally identifiable information of persons or vehicles. In order to address privacy concerns and save storage and memory space, video cameras used for traffic data collection only tracks objects in a low-resolution format. Hence, this contract is not subject to the recently adopted surveillance technologies ordinance. Policy Implications: The City's Comprehensive Plan recommends that traffic safety be among the City's top priorities. This contract is consistent with the following Comprehensive Plan goals: T-4: An Efficient Roadway Network for All Users and Goal T-6: A High Level of Safety for Motorists, Pedestrians, and Bicyclists on Palo Alto Streets. Resource Impact: On-call services are used only when there is sufficient budget to cover the costs. The majority of these efforts are funded by the operating budget. There are sufficient funds in the Fiscal Year 2019 Adopted Operating Budget and in the Fiscal Year 2020 Proposed Operating Budget to cover data collection services. Any work related to specific CIP projects will be charged to those projects. No additional resources are required at this time. Timeline: Traffic counting efforts are ongoing on an as-needed basis. Staff will continue to issue task orders to Traffic Data Services as required. Environmental Review: Approving this Contract Amendment and the associated expenditure of funds is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15061(b)(3) and 15306 (Information Collection) in that the services consist of basic traffic data City of Palo Alto Page 3 collection which will not have a significant effect on the environment. Attachments: Attachment A: C15157160 Traffic Data Service Amendment 2 Council Ready (PDF) 1 Revision July 20, 2016 AMENDMENT NO. 2 TO CONTRACT NO. C15157160 BETWEEN THE CITY OF PALO ALTO AND TRAFFIC DATA SERVICE This Amendment No. 2 to Contract No. C15157160 (“Contract”) is entered into April 1, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRAFFIC DATA SERVICE, a sole proprietorship, located at 1386 White Oaks Road, Suite 1, Campbell, California, 95008, Telephone Number: (408) 377-2998 (“CONTRACTOR”). R E C I T A L S A. The Contract was entered into between the parties for the provision of Traffic data collection. B City intends to extend the term by one year to June 30, 2020 and increase compensation by $75,000.00 from $100,000.00 to $175,000.00 for the continuation of services as specified in EXHIBIT “A” SCOPE OF SERVICES. C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 3. TERM is hereby amended to read as follows: “TERM. The term of this Agreement is from February 16th, 2015 to June 30, 2020 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions.” SECTION 2. Section 5. COMPENSATION FOR ORIGINAL TERM is hereby amended to read as follows: “COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not to exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth in Exhibit C, not to exceed a total maximum compensation amount of One Hundred Seventy Five Thousand dollars ($175,000.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or DocuSign Envelope ID: EA49EEC7-82CF-4022-B6F2-D962D48CC564 2 Revision July 20, 2016 services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.” SECTION 3. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit “C” entitled “SCHEDULE OF FEES”. SECTION 4. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: TRAFFIC DATA SERVICE Attachments: EXHIBIT "C": SCHEDULE OF FEES DocuSign Envelope ID: EA49EEC7-82CF-4022-B6F2-D962D48CC564 Bob Van Boening Manager 3 Revision July 20, 2016 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Mechanical Tube Count, Volume only, Per Approach, Tuesday, Wednesday and Thursday – $45 Mechanical Tube Count, Volume and Speed, Per Approach, Tuesday, Wednesday and Thursday – $65 Mechanical Tube Count, Volume only, Per Approach, Seven Day – $110 Mechanical Tube Count, Volume and Speed, Per Approach, Seven Day – $140 Peak Period Video Turning Movement Counts, Four Hour - $265 Video Turning Movement Counts, Twelve Hour - $460 School Pedestrian and Bicycle Classification Count, Five Hour, $460 Parking Survey - $55 per person per hour, six hour minimum DocuSign Envelope ID: EA49EEC7-82CF-4022-B6F2-D962D48CC564 Certificate Of Completion Envelope Id: EA49EEC782CF4022B6F2D962D48CC564 Status: Completed Subject: Please DocuSign: C15157160 Traffic Data Contract Amendment No 2.doc Source Envelope: Document Pages: 3 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 3/26/2019 2:01:38 PM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Bob Van Boening tdsbay@cs.com Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.5.6.58 Sent: 3/26/2019 2:06:19 PM Viewed: 3/26/2019 2:13:39 PM Signed: 3/26/2019 2:14:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Madina Klicheva Madina.Klicheva@CityofPaloAlto.org Administrative Associate II City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 3/26/2019 2:14:29 PM Viewed: 3/27/2019 7:58:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherry Nikzat Sherry.Nikzat@CityofPaloAlto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 3/26/2019 2:14:30 PM Viewed: 3/26/2019 2:50:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/26/2019 2:14:31 PM Certified Delivered Security Checked 3/26/2019 3:05:09 PM Signing Complete Security Checked 3/26/2019 3:05:09 PM Completed Security Checked 3/26/2019 3:05:09 PM Payment Events Status Timestamps City of Palo Alto (ID # 10187) City Council Staff Report Report Type: Consent Calendar Meeting Date: 4/8/2019 City of Palo Alto Page 1 Summary Title: Award of Contract for University Avenue Resurfacing Project Title: Approval of Construction Contract C19174815 With O'Grady Paving, Inc. in an Amount Not-To-Exceed $679,033, and Authorization of Contract Contingency in an Amount Not-To-Exceed $67,904 for the University Avenue Resurfacing Project, Capital Improvement Program Projects WS-12001, GS- 12001, EL-98003, FO-10001, and PE-86070. From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with O’Grady Paving, Inc. (Attachment A) in an amount not to exceed $679,033 for Palo Alto University Avenue Resurfacing Project (Capital Improvement Program Projects WS-12001 Water Main Replacement, GS-12001 Gas Main Replacement, EL- 98003 Electric System Improvements, FO-10001 Fiber Optics Network System Improvements, and PE-86070 Street Maintenance); and 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with O’Grady Paving, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $67,904. Background Public Works Engineering Services Division manages construction contracts for concrete repair, preventive maintenance, resurfacing, and reconstruction of various City streets annually. On January 22, 2018, Council approved a construction contract with Ranger Pipelines, Incorporated for the Upgrade Downtown Project (ID #8517) to replace the gas main and water main, make improvements to the fiber optics network system, street maintenance, downtown mobility and safety improvements, and sidewalk repairs. Ranger Pipelines substantially completed all the work within the downtown area surrounding University Avenue as required by the City. CITY OF PALO ALTO City of Palo Alto Page 2 The last phase of the Upgrade Downtown Project is to resurface University Avenue, through this street resurfacing contract with O’Grady Paving, Inc. Discussion Project Description Staff recommends approval of this street resurfacing contract. The $679,033 expenditure for this contract will be used to repave 1.8 lane miles of business district streets that have been impacted by the Upgrade Downtown Project, with an additional contingency amount not to exceed $67,904 for related, additional but unforeseen work that may develop during the project. This will help maintain and improve the City’s current Pavement Condition Index (PCI) average of 85. The scope of work includes 139,422 square feet of asphalt concrete (AC) pavement milling, 1,391 tons of AC paving, utility valve and manhole adjustments, and striping installation. University Avenue will be milled and repaved from Webster Street to High Street. The milling and paving of University Avenue will be divided into three phases. Each phase will require two days of street closure during the hours of construction for the blocks included in the phase. Traffic will be detoured around these blocks. The sidewalks will remain open for pedestrians and for access to local businesses. Vehicles will be able to enter the adjacent blocks to access private driveways and private and public parking garages, lots, or stalls. Staff will conduct extensive public outreach before and during the construction phase to keep the community informed throughout the process. Outreach will include but is not limited to flyers sent to adjacent residences and businesses and notices posted on Nextdoor and the City’s website. The work will not interfere with the May 4, 2019 May Fete Parade. Streets being resurfaced in this contract are shown in Attachment B. Additional maps of the FY 2019 Streets Resurfacing Program and current five-year plan for street repaving are available on the Street Maintenance Program webpage located at www.cityofpaloalto.org/streets. Bid Process On February 28, 2019, a notice inviting formal bids (IFB) for the Palo Alto University Avenue Resurfacing Project was posted at City Hall and 764 notifications were sent to general contractors, subcontractors, consultants, and builder’s exchanges through the City’s eProcurement system. The bidding period was 20 calendar days. Bids were received from one (1) contractor on 3/19/2019 as listed on the attached Bid Summary (Attachment C). Summary of Bid Process Bid Name/Number Palo Alto University Avenue Resurfacing Project Proposed Length of Project 30 calendar days Number of Bid Packages Downloaded by Builder’s 6 City of Palo Alto Page 3 Exchanges Number of Bid Packages Downloaded by Contractors 8 Total Days to Respond to Bid 20 Pre-Bid Meeting? No Number of Bids Received: 1 Bid Price Range $679,033 Staff has reviewed the bid submitted and recommends the bid of $679,033 submitted by O’Grady Paving, Inc. be accepted, and O’Grady Paving, Inc. be declared the lowest responsible bidder. The low bid is 3.8 percent higher than the engineer’s estimate of $654,315. Staff reviewed other similar projects performed by the lowest responsible bidder, O’Grady Paving, Inc., and did not find any significant complaints with their previous work. Staff also checked with the Contractor's State License Board and confirmed the contractor has an active license on file. Resource Impact Funding for this contract was allocated as part of (ID #8517) which approved the budget for the University Avenue Resurfacing Project. The funding allocation for the contract with O’Grady Paving, Inc. is as follows: Funding Source Contract Contingency Total Encumbrance WS-12001 $186,364 $18,636 $205,000 GS-12001 $186,363 $18,637 $205,000 EL-98003 $109,090 $10,910 $120,000 FO-10001 $109,091 $10,909 $120,000 PE-86070 $88,125 $8,812 $96,937 Total $679,033 $67,904 $746,937 Policy Implications City of Palo Alto Page 4 This project is in conformance with the City of Palo Alto’s Comprehensive Plan and does not represent any changes to existing City policies. Environmental Review Street resurfacing projects are categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301c of the CEQA Guidelines as repair, maintenance and/or minor alteration of the existing facilities and no further environmental review is necessary. Attachments: Attachment A: Contract Attachment B: Project Map Attachment C: Bid Summary Attachments: A - Construction Contract B - Project Map C - Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C19174815 City of Palo Alto University Avenue Resurfacing Project Attachment A CITY OF PALO ALTO Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on April 8, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and O’GRADY PAVING, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A.City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B.Contractor is a California corporation duly organized and in good standing in the State of California, Contractor’s License Number 201696 and Department of Industrial Relations Registration Number 1000003381. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C.On February 28, 2019, City issued an Invitation for Bids (IFB) to contractors for the University Avenue Resurfacing (“Project”). In response to the IFB, Contractor submitted a Bid. D.City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the University Avenue Resurfacing Project, located at between High Street and Webster Street, Palo Alto, CA. 94301 ("Project"). Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within Thirty calendar days (30) after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of One Thousand dollars ($1,000) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, • ~ Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Six Hundred Seventy Nine Thirty Three Dollars ($679,033.00). [This amount includes the Base Bid and Additive Alternates .] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. • Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor 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 will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Holly Boyd AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: O’Grady Paving, Inc. 2513 Wyandotte Street Mountain View, CA 94043 Attn: Craig E. Young 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. • Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be 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, Contractor 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, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work • Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ • ~ 0 600 6 0 0 500 40 0 100 400 300 300 200 700 300 600 200 100 600 200 100 500 500 300 500 400 300 300 400 200 400 500 400 200 400 500 100 100 300 200 300 9 900 800 800 700 600 700 400 500 400 600 700 500 700 Homer Avenue Lane8 Lane 7 W est Lane 7 East Forest Avenue Hi gh Stree t E merson Street ue El C a m i no R eal Mitch ell Lane Everett Avenue Lytton Avenue La ne 15 E High Street Bryant Street Lane 6 E Lane 11 W Lane 21h Street Gilm an Street Hamilton Avenue University Avenue Bryant Court Lane 30 Florence Street Kipling Street Tasso Street Cowper Street Ruthven Avenue Haw t horn e Aven Lane 33 Palo AltoA Everett Avenu e e Street W ave rley Street Cowper Street Alto Av en ue bster Stre et Everett Court Lytton Avenue Forest Avenue Downing Lane Ho m er Lane D Ea Lane 39 Ha milton Avenue W averley Street Kipling Street Bryant Street Ra mona Street Addis Scott Street Byron Street ind Fulton StreetMiddlefield Road Webster Street Cowper Ramona Street Paulsen Ln Lane 15 E Lane 20 W Lane 20 E University Avenue E merson Street W averley Street Kipling Street Bryant Street Ramona Street Lane 12 W Lane 5 E Everett Avenue Homer Avenue E m erson Street Alm a Street Hawthorne Avenue Lytton Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'451' CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto mmount, 2019-02-07 09:21:08Pavement (\\cc-maps\Encompass\Admin\Meta\View.mdb) Attachment BProject Map Attachment B • • UNIVERSITY AVENUE RESURFACING PROJECT BID SUMMARY UNIT COST TOTAL COST UNIT COST TOTAL COST 1 AC Overlay: 1,391 TON $ 150.00 208,650.00$ $ 170.00 236,470.00$ 2 AC Milling: 139,422 SF $ 1.00 139,422.00$ $ 1.20 167,306.40$ 3 Reset Utility Box: 63 EA $ 500.00 31,500.00$ $ 200.00 12,600.00$ 4 Reset Manhole:36 EA $ 700.00 25,200.00$ $ 400.00 14,400.00$ 5 Recycling of Inert Solid Materials:2,781 TON $ 5.50 15,295.50$ $ 5.00 13,905.00$ 6 Inert Recycling Containing Petromat:2,781 TON $ 7.00 19,467.00$ $ 1.00 2,781.00$ 7 Thermoplastic Paving Legends:46 LF $ 30.00 1,380.00$ $ 300.00 13,800.00$ 8 Thermo Striping, 4" White Parking Stall:2,990 LF $ 3.00 8,970.00$ $ 6.00 17,940.00$ 9 Thermo Striping, 12":3,540 LF $ 4.00 14,160.00$ $ 8.00 28,320.00$ 10 Reflective Blue Pavement Markers:24 LF $ 20.00 480.00$ $ 50.00 1,200.00$ 11 Thermoplastic Striping, Caltrans Detail 22:2,030 EA $ 3.00 6,090.00$ $ 7.00 14,210.00$ 12 Thermoplastic Striping, Caltrans Detail 38:200 SF $ 5.00 1,000.00$ $ 10.00 2,000.00$ 13 Thermo Striping, Green Bike Parking Area with Legends:130 EA $ 40.00 5,200.00$ $ 120.00 15,600.00$ 14 Traffic Control:1 LS $ 100,000.00 100,000.00$ $ 75,000.00 75,000.00$ 15 Notices:1 LS $ 20,000.00 20,000.00$ $ 10,000.00 10,000.00$ 16 Utility Tie Out Drawings:1 LS $ 5,000.00 5,000.00$ $ 5,000.00 5,000.00$ 17 Tree Trimming:25 HRS $ 300.00 7,500.00$ $ 300.00 7,500.00$ 18 Temporary Fencing:1 LS $ 20,000.00 20,000.00$ $ 16,000.00 16,000.00$ 19 Miscellaneous Transportation Improvements:1 LS $ 25,000.00 25,000.00$ $ 25,000.00 25,000.00$ 654,314.50$ 679,032.40$ O'GRADY PAVING, INC. Base Bid Total (Items 001 through 019) BID ITEM DESCRIPTION APPROX. QTY UNIT ENGINEER'S ESTIMATE 1 of 1 Attachment C Attachment C CITY OF PALO ALTO OFFICE OF THE CITY ATTORNEY April 8, 2019 The Honorable City Council Palo Alto, California Request for Authorization to Increase the Legal Services Agreement With the Law Firm of Conrad Metlitzky, LLP by an Additional $12,000 for a Total Not to Exceed Amount of $277,000 Staff recommends that the City Council authorize an increase to the legal services agreement (Contract S18171550) with the law firm of CONRAD & METLITZKY, LLP for litigation defense in the matter of Luckey v. City of Palo Alto, Santa Clara County Superior Court, Case No. 16-CV- 303728, by an additional $12,000 for a total not to exceed amount of $277,000. Discussion In October, 2018 the City Council authorized an increase the legal services agreement with the law firm of CONRAD & METLITZKY, LLP, for a total not to exceed amount of $265,000 for litigation defense services in the matter of Luckey v. City of Palo Alto, Santa Clara Co. Sup. Ct., Case No. 16-CV-303728. The estimate was intended to take the matter to the completion of pre-trial discovery, trial preparation and the filing of a dispositive motion. The matter has been settled and the City Attorney’s Office requests authorization to amend the agreement to add an additional $12,000, for a total not to exceed amount of $277,000, to pay outstanding fees incurred and close out this matter. Resource Impact The recommended amendment will be funded within the Office of the City Attorney’s FY2019 budget which included a $100,000 one-time addition of funding for legal services support. Environmental Review Amendment of legal services contracts is not a project requiring environmental review under the California Environmental Quality Act (CEQA). Department Head: Molly Stump, City Attorney Page 2 City of Palo Alto (ID # 10150) City Council Staff Report Report Type: Action Items Meeting Date: 4/8/2019 City of Palo Alto Page 1 Summary Title: 3225 El Camino Real: Final Map Title: PUBLIC HEARING/QUASI-JUDICIAL. 3225 El Camino Real [18PLN-00166]: Request for Approval of a Final Map to Create a Two Lot Vertical Airspace Subdivision for a Retail/Office Space, Four Apartments and Four Condominiums. The Final Map Also Includes Access and Utility Easements. Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act (CEQA) in Accordance With Guideline Section 15268(b)(3) (Ministerial Projects). Zoning District: Service Commercial (CS) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends City Council take the following action(s): 1. Find the project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) and in conformance with the previously adopted Initial Study/Mitigated Negative Declaration prepared for the associated development application (15PLN-0003), and 2. Approve subject final map on the consent calendar pursuant to Palo Alto Municipal Code Section 21.16 and the Subdivision Map Act Executive Summary The requested action is approval of a final subdivision map for recordation. This action follows review and approval of the Vesting Tentative Map application by the Planning and Transportation Commission (PTC) and City Council. The Final Map consists of a two lot vertical subdivision. Parcel 1 (the “commercial parcel”), would include retail and office space and four apartments, and Parcel 2 (the “residential parcel”) would include four residential condominiums as shown on the Vesting Tentative Map Council approved on June 25, 2018. Background The Planning and Transportation Commission (PTC) reviewed the Vesting Tentative Map in a public hearing on April 25, 2018 (Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=64676) and City of Palo Alto Page 2 recommended approval to the City Council. On June 25, 2018 (Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=69864.37&BlobID=65567), the City Council reviewed the Vesting Tentative Map in a public hearing and approved it with conditions of approval. The action of the City Council was based on its findings that the proposed subdivision will have no significant environmental impact and is in conformance with all state and local laws and regulations, and applicable Comprehensive Plan Elements in effect at that time. A related Architectural Review application was recommended for approval by the Architectural Review Board on February 18, 2016 (Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=51103) and the effective approval by the Director of Planning and Community Environment was on April 21, 2016. Discussion On June 25, 2018, the City approved a Vesting Tentative Map for the project site. The Final Map is now submitted as Tract 10485. The 0.68-acre project site is in the Ventura neighborhood at the intersection of Portage Avenue and El Camino Real. The Final Map includes a two lot, vertical subdivision, as shown below. Cross-Section View of Proposed Parcels City of Palo Alto Page 3 The Final Map is the official, legal document to be recorded with the County to allow for separate ownership of the four condominiums units and the commercial/apartment space. The Final Map is prepared under the direction of a registered civil engineer and is based on a survey. The map includes easements for utilities and access. As required by the Subdivision Map Act, after review and confirmation by various City departments, it is determined that the Final Map presented substantially conforms to the approved Vesting tentative map. Approval of a Final Map is ministerial if the Final Map is in substantial conformance with the approved Vesting Tentative Map. While many cities delegate approval of the Final Map to the City Engineer, under PAMC Section 21.16, the City Council is responsible for the approval. The Final Map also includes a Subdivision Improvement Agreement, describing any obligations for improvements by the subdivider and the payment of bonds by the subdivider for financial security to ensure these improvements are completed as described within the Agreement. Environmental Review In conformance with the California Environmental Quality Act (CEQA), staff determined the Final Map is covered under the CEQA Guidelines Section 15268(b)(3), approval of final subdivision maps. The project is in conformance with the previously adopted Mitigated Negative Declaration for the associated development project (15PLN-00003). No further CEQA evaluation is necessary for the request. Attachments: • Attachment A: Location Map • Attachment B: Project Plans • Attachment C - 3225 El Camino Real VTM RLUA 1B 1C 1A 1 2A Fry's Electronics 705.1' 1133.4' 47.9' 150.0' 199.7' 149.7' 65.6' 149.7' 65.7' 199.7' 50.0' 199.7' 50.0' 199.7' 50.0' 199.7' 50.0' 50.0' 150.0' 50.0' 150.0' 49.9' 150.0' 49.9' 150.0' 166.4' 32.5'1.9' 108.2' 6.6' 270.2' 100.0' 149.8' 150.0' 149.8' 150.0' 100.0' 40.0' 149.7' 200.0' 49.9' 150.0' 199.7' 10.0' 49.9' 150.0' 49.9' 150.0' 49.9' 200.0' 50.0' 200.0' 198.3' 100.0' 199.7' 98.9' 148.9' 71.4' 179.8' 75.8' 114.9' 105.3' 199.4' 98.2' 50.0' 55.3'60.7' 93.6' 55.0' 113.0' 60.7' 28 75.0' 60.0'93.6' 144.3' 58.1' 68.3' 590.8' 182.6' 705.1' 50.0' 55.3' 69.7' 87.8' 90.0' 100.0' 40.0' 100.0'50.0' 199.7' 276.0' 100.0' 242.1' 29.5' 54.7' 26.3' 49.9' 200.0' 50.0' 200.0' 107.5'156.8' 2.0' 126.4' 127.0' 38.9' 109.3'5 63.7'6.3' 85.0' 9 15.7' 75.0' 100.9'100.9' 65.0' 100.8' 65.0' 90.0' 100.8' 80.0' 15.7' 90.6' 35.0' 120.0' 156.8'86.7' 61.8' 109.3' 137.0' 116.5 116.5' 55.4'116 55.4' 554 105.0' 120. 50.0' 56.0' 120.0' 120.0' 50.0' 120.0' 50 120.0' 50.0' 120.0' 35.0' 120.0' 35.0' 45.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0'105.0' 50.0' 87.2' 112.2' 44.1' 15.5' 96.1' 120.0' 50.0' 120.0' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 65.7'119.7' 65.7' 139.5' 50.0' 139.5' 50.0' 139.6' 50.0' 139.6' 50.0' 109.8' 570.4' 119.7' 50.0' 119.7' 50.0' 136.1' 50.0' 138.1' 50.0' 18.5' 100.0' 19.8' 100.0' 119.7' 50.0' 119.7' 50.0' 139.5' 50.0' 139.5' 50.0' 66.9' 200.0' 66.9' 200.0' 233.0' 332.5' 120.6' 151.0' 231.7' 137.6' 158.7' 39.0' 88.7' 78.0' 7.3' 49.2' 4 49.2' 116.5 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 65.7' 134.7' 134.7' 115.6' 134.7' 115.6' 51.1' 19.6' 127.3' 50.3' 132.6' 50.0' 119.6' 50.6' 127.3' 132.6' 50.1' 136.1' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 50.0' 134.7' 134.7' 50.0' 134.7' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 134.7' 50.0' 50.0' 50.0' 150.0' 0' 150.0' 119.7' 65.7' 119.7' 65.6' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 50.0' 119.7' 50.0' 119.7' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 50.0' 119.7' 50.0' 119.7'50.0' 119.7' 50.0' 119.7' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 47.9' 150.0' 47.9' 150.0' 95.7' 150.0' 95.7' 150.0' 95.7' 150.0' 95.7' 150.0' 200.0' 72.6' 200.0' 72.6' 134.7' 115.6' 134.7' 115.7'134.7' 115.7' 134.7' 115.6'134.7' 115.6' 134.7' 115.6'134.7' 115.6' 134.7' 115.6'134.7' 115.6' 134.7' 115.7'134.7' 115.7' 134.7' 115.7' 317.0' 216.1' 375.4' 208.0' 310.8' 365.7' 706.6' 498.2' 526.6' 375.4'216.1' 4.0' 60.0' 54 105.0' 50.0' 221.4' 221.4' 76.2'105.0' 76.4' 186.2' 186.2' 159.0' 159.0'159.0' 159.0' 98.0' 98.0'159.0'159.0'159.0' 159.0' 24.6' 24.6' 77.9' 77.9'159.0' 159.0' 91.7' 91.7' 129.8' 129.8' 51.2' 50.0' 129.8' 129.8' 129.8' 51.4' 50.0' 308.6' 308.5' 206.0' 206.5' 95.8' 110.0' 40.0' 148.7' 51.0' 51.0' 148.7' 200.0' 200.0' 200.0' 200.0' 150.0' 150.0' 99.8' 99.8' 199.7' 199.7' 199.7'100.0' 165.4 85.1 34.6 150.0' 50.0' 100.0' 50.0' 100.0' 149.7' 149.7' 149.7' 115.7' 165.7' 100.0'50.0' 85.1 199.7' 149.7' 250.0' 151.5' 275.2' 14.4' 108.7' 108.7' 52.8' 52.8' 98.8' 67.2' 166.4'166.4' 30.0' 30.0' 18.0' 18.0' 275.2' 185.2' 190.0' 275.0' 275.0' 275.0' 275.0' 275.0' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 250.0' 250.0' 20.0' 20.0' 78.5'78.5' 605.7' 605.7' 78.5' 69.7'1000.0' 14.0' 100.0' 100.0' 100.0' 100.0' 51.6' 97.2' 9.4'1 72.1' 5.8' 105.0' 87.2'75.0' 212.7' 128.4' 86.7' 69.1' 49.2' 394.5' 394.5' 472.3' 472.3' 327.5' 53.4' 27.4' 366.1' 14.6'62.6'75.0' 2 50.0' 0' 150.0' 95.8' 164.9 199.7 EL CAMINO REAL FERNANDO AVE LAMBERT AVENUE EL CAMINO REAL HANSEN WAY EL CAMINO REAL HANSEN WAY LAMBERT AVENUE ASH STREET BIRCH STREET PARK BOULEVARD ACACIA AVENUE PORTAGE AVENUE OLIVE AVENUE PEPPER AVENUE ASH STREET D AMINO REAL LANE 66 IN O REAL EL CAMINO REAL EL CAMINO REAL RM-15 C CS(H) PC-2952 PF RM-30 R-1 CS G M CS CS CS RP CS(AD) CS S(D) This map is a product of the City of Palo Alto GIS Legend Project Site 0'250' 3225 El Camino Real Final Map17PLN-00166 CITY O F PALO A L TO I N C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 This document is a graphic representation only of best available sources. The City of Palo Alto assumes no responsibility for any errors ©1989 to 2019 City of Palo Alto Attachment B Project Plans Hardcopies of project plans are provided to Board members. These plans are available to the public online and/or by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “3225 El Camino Real” and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4207 1 ACTION NO. 2018-05 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 3225 EL CAMINO REAL: VESTING TENTATIVE MAP, 17PLN-00007 (JOHN VIDOVICH, APPLICANT) At its meeting on June 25, 2018, the City Council of the City of Palo Alto (“City Council”) approved the Vesting Tentative Map for the development of a two-lot subdivision project making the following findings, determinations and declarations: SECTION 1. Background. A. On January 5, 2017, John Vidovich applied for a Vesting Tentative Map for the development of a two (2) parcel subdivision project (“The Project”). B. The project site is comprised of one existing lot (APN No. 132-38-042) of approximately 29,962 square feet. The site contains one existing commercial structure. Commercial land uses (office and retail) are located adjacent to the lot to the north, west and east. To the project’s south, across a major arterial road (El Camino Real), are hotel and office land uses. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on April 25, 2018, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study-Mitigated Negative Declaration (IS-MND). An initial study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds and appropriate construction methodology to prevent soil vapor intrusion into the structure. The IS-MND was made available for public review beginning December 4, 2015, through January 8, 2016, and approved by the Director of Planning and Community Environment on April 21, 2016. The Initial Study and Negative Declaration are contained as Attachment J in the February 18, 2016, Architectural Review Board Staff Report (ID #6508). SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 2 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: Policy L-1.2: Limit future urban development to currently developed lands within the urban service area […] The Project site is located within the urban service area and the Project is consistent with this policy by continuing the reuse of land within this area; and Policy L-1.5: Encourage land uses that address the needs of the community and manage change and development to benefit the community. The Project would facilitate the construction of a mixed-use commercial and residential development that would create eight new residential units, ground-floor retail and office space that maximizes the lot’s utility to the benefit of the surrounding community; and Policy L-2.2: Enhance connections between commercial and mixed-use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. The Project provides a 4.5 foot public access easement along the El Camino Real street frontage to accommodate a 12 foot wide sidewalk that will serve to enhance the pedestrian environment. Additionally, 10 short-term bicycle parking facilities are provided in front and behind the plaza area (an additional 10 long-term bike lockers are provided in the below-grade parking garage) which encourages active modes of transportation such as bicycling; and Policy L-4.3: Encourage street frontages that contribute to retail vitality in all Centers. Reinforce street corners in a way that enhances the pedestrian realm or that form corner plazas. Include trees and landscaping. The approved development project associated with the subdivision Project provides a highly visible and substantial open plaza with pedestrian-friendly amenities such as seating areas, decorative pavers and planters that will visually engage and promote activity within the development. 3. That the site is not physically suitable for the type of development: The Project site is suitable for mixed use development; it is comprised of one large relatively flat lot in a commercial corridor along a major arterial road (El Camino Real) in the Service Commercial (CS) zoning district. The lot would be subdivided into two parcels; one 25,121 square foot (sf) commercial parcel and one 7,377 sf residential parcel for condominium purposes not to exceed four (4) residential condominium units. There is no required minimum site area, width, or depth for mixed-use developments in the CS zoning district. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 foot effective sidewalk width. The Project site would allow for a total of eight multi-family residential units on two parcels in a vertical arrangement as permitted for mixed-use developments in the CS zoning district. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 3 4. That the site is not physically suitable for the proposed density of development: The project would create eight multi-family residential units which compliant with the maximum allowable residential density as calculated for the total site area (30 DU/acre = 20 DU). See Palo Alto Municipal Code Section 18.16.060 – Table 4 (3). 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the Director of Planning and Community Environment on April 21, 2016, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that property is not adjacent to sensitive habitat areas and would incorporate mitigation measures to reduce impacts to nesting birds to a less than significant level . 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies a few potentially significant impacts related to the associated development project’s improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds and appropriate construction methodology to prevent soil vapor intrusion into the structure as reported in the Final IS-MND approved by the Director of Planning and Community Environment on April 21, 2016. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 foot effective sidewalk width. SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 4 California Government Code Section 66474, subject to the conditions of approval in Section 7 of this Record. SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by John Koroyan titled “Vesting Tentative Map For Condominium Purposes,” consisting of nine (9) pages, stamped as received May 21, 2018, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval. Planning Division 1. ALLOWED FAR. The total FAR allowed for Parcels 1 and 2 shall not exceed the FAR that would be permitted if the parcels were merged (i.e. total FAR shall be based on the land area of 29,962 square feet). For purposes of FAR, Parcels 1 and 2 shall not enjoy additional rights nor be subject to additional limitations compared to a single parcel on the site. 2. REQUIRED SETBACKS. All setbacks shall be based on a vertical plane extending from the perimeter property lines of the total site. 3. PARKING FOR PARCEL 2. The required eight (8) parking spaces plus associated guest parking, as required by PAMC 18.52, for Parcel 2 shall be provided for on Parcel 1. Related easements will be required to access said parking, as further described in the CC&Rs dated March 13, 2018. 4. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval and is attached hereto for convenience. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project’s MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 5 Community Environment. 5. DEVELOPMENT IMPACT FEES. Payment in the amount of $885,230.74 for the associated Development Impact Fees was paid to the City on April 6, 2018. No additional impact fees are required. 6. 90-DAY PROTEST PERIOD. The applicant is hereby notified that the approved plans, these conditions of approval, and the adopted City fee schedule constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Building Division 7. All occupancy separations, rated shafts and easements shall be constructed and maintained per the draft of the COMBINED CONDOMINIUM DECLARATION AND COVENANTS, CONDITIONS AND RESTRICTIONS dated March 13, 2018. Public Works Engineering Department 8. Both proposed parcels will need to be in compliance with Provision C.3 – New Development and Redevelopment under Municipal Regional Stormwater Permit 2.0, as specified by the Santa Clara Valley Urban Runoff Pollution Prevention Program. Compliance with this requirement will be verified prior to Building permit issuance. 9. The property owner shall provide a public access easement for the additional dimension of sidewalk between the property line and back of walk and/or building edge to create a free and clear sidewalk measuring 12 feet in width. Applicant shall plot and label the public access easement on the Final Map. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 6 10. Off-site improvements such as curb and gutter, sidewalk replacement, street tree replacement and/or new street trees, street lights, utility upgrades or street resurfacing, striping are typically required with subdivisions. Since the proposed projects are part of subdivision, applicant(s) shall be aware that off-site improvements such as those listed above will be required. At a minimum plans provide an Off-site improvement Plan set that show new curb, gutter and sidewalk along the project frontages to be removed and replaced, full street width resurfacing (grind and overlay) will be required, new street trees, striping, all off-site utility upgrades. Applicant shall meet with Urban Forestry to evaluate if a new street tree can be planted along the project frontages. 11. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. AS PART OF THE FINAL MAP PROCESS 12. The Final Map shall include CITY ENGINEER STATEMENT, CITY SURVEYOR STATEMENT, BENEFICIARY STATEMENT, DIRECTOR OF PLANNING AND COMMUNITY ENVIRONMENT STATEMENT and CITY CLERK. 13. The City of Palo Alto does not currently have a City Surveyor we have retained the services of Siegfried Engineering to review and provide approval on behalf of the City. Siegfried will be reviewing, signing and stamping the Final Map associated with your project. In effort to employ the services of Siegfried Engineering, and as part of the City’s cost recovery measures, the applicant is required to provide payment to cover the cost of Siegfried Engineering’s review. Our intent is to forward your Final Map to Siegfried for an initial preliminary review of the documents. Siegfried will then provide a review cost amount based on the complexity of the project and the information shown on the document. We will share this information with you once we receive it and ask that you return a copy acknowledging the amount. You may then provide a check for this amount as payment for the review cost. The City must receive payment prior to beginning the final review process. 14. Provide closure calculations and cost estimate for the off-site improvements described above. 15. Provide electronic copies of the documents provided. PRIOR TO FINAL MAP RECORDATION 16. Submit wet signed and stamped mylar copy of the Final Map to the Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. 17. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 7 PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 18. Final Map shall be recorded with the County Recorder. Utilities Electrical Engineering 19. The applicant shall grant the City the easement to access the transformer that will serve the new buildings. Housing/BMR 20. Below Market Rate (BMR) Housing Requirement: This project’s total BMR requirement is 0.60 units. When the BMR requirement results in a fractional unit, an in-lieu payment to the Residential Housing Fund may be made for the fractional unit instead of providing an actual BMR unit, except that larger projects of 30 or more units must provide a whole BMR unit for any fractional unit of one-half (0.50) or larger. 21. The applicant shall provide an in-lieu payment as specified in Section 16.65.060. The fractional in-lieu fee shall be paid prior to issuance of any building permits for the project; provided, however, that prior to issuance of the first building permit for the project, the applicant may elect to provide one additional inclusionary unit instead of paying the fractional in-lieu payment. 22. All BMR units constructed under this condition shall be in conformance with the City’s BMR Program rules and regulations. In the event the applicant elects to construct a BMR unit, a BMR Agreement in a form acceptable to the City Attorney for the 0.60 BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. SECTION 7. Term of Approval. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 8 PASSED: 7-1 AYES: Dubois, Filseth, Fine, Holman, Kniss, Tanaka, and Wolbach NOES: Kou ABSENT: Scharff ABSTENTIONS: None ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: ___________________________ Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by John Koroyan titled “Vesting Tentative Map for Condominium Purposes,” consisting of eight pages, stamped April 6, 2018. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 Appendix G Mitigation Monitoring and Reporting Program DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 3225 El Camino Real Mixed-Use Project Mitigation Monitoring and Reporting Program City of Palo Alto 1 MITIGATION MONITORING AND REPORTING PROGRAM The Final Initial Study-Mitigated Negative Declaration identifies the mitigation measures that will be implemented to reduce the impacts associated with the 3225 El Camino Real Mixed-Use Project. The California Environmental Quality Act (CEQA) requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to proposed development. As stated in section 21081.6(a)(1) of the Public Resources Code: ... the public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment. Section 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and/or monitoring requirements, to be enforced during project implementation, shall be defined as part of adopting a mitigated negative declaration. The mitigation monitoring table lists those mitigation measures that may be included as conditions of approval for the project. To ensure that the mitigation measures are properly implemented, a monitoring program has been devised which identifies the timing and responsibility for monitoring each measure. The project applicant will have the responsibility for implementing the measures, and the various City of Palo Alto departments will have the primary responsibility for monitoring and reporting the implementation of the mitigation measures. DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 3225 El Camino Real Mixed-Use Project Mitigation Monitoring and Reporting Program City of Palo Alto 3225 El Camino Real Mixed-Use Project Final Initial Study-Mitigated Negative Declaration Mitigation Monitoring and Reporting Plan Mitigation Measure Action Required When Monitoring to Occur Implementation Responsibility Monitoring Responsibility BIOLOGICAL RESOURCES BIO-1 Nesting Birds. To avoid disturbance of nesting and special-status birds, activities related to the project, including, but not limited to, vegetation removal, ground disturbance, and construction and demolition shall occur outside of the bird breeding season (typically February through August in the project region). If construction must begin within the breeding season, then a pre- construction nesting bird survey shall be conducted no more than 3 days prior to initiation of ground disturbance and vegetation removal activities. The nesting bird pre-construction survey shall be conducted within the Project Boundary, including a 300-foot buffer (500-foot for raptors), on foot, and within inaccessible areas (i.e., private lands) afar using binoculars to the extent practical. The survey shall be conducted by a biologist familiar with the identification of avian species known to occur in the area. If nests are found, an avoidance buffer (which is dependent upon the species, the proposed work activity, and existing disturbances associated with land uses outside of the site) shall be determined and demarcated by the biologist with bright orange construction fencing, flagging, construction lathe, or other means to mark the boundary. All construction personnel shall be notified as to the existence of the buffer zone and to avoid entering the buffer zone during the nesting season. No ground disturbing activities shall occur within this buffer until the avian biologist has confirmed that breeding/nesting is completed and the young have fledged the nest. Encroachment into the buffer shall occur only at the discretion of the qualified biologist. If work planned during nesting season, verification of completed surveys. Verification that prescribed measures taken and timing adhered to if species observed. At least once before work commences. Periodically during initial ground disturbance and/or vegetation removal. Applicant City of Palo Alto DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 3225 El Camino Real Mixed-Use Project Mitigation Monitoring and Reporting Program City of Palo Alto 3 3225 El Camino Real Mixed-Use Project Final Initial Study-Mitigated Negative Declaration Mitigation Monitoring and Reporting Plan Mitigation Measure Action Required When Monitoring to Occur Implementation Responsibility Monitoring Responsibility HAZARDS AND HAZARDOUS MATERIALS HAZ-1 Soil and Groundwater Contamination. A Phase II ESA (i.e. soil vapor assessment) shall be conducted by a City-approved qualified assessor to determine if off-gassing of TCE is occurring at the project site. If TCE-impacted soil vapor is identified beneath the project site, engineering controls shall be installed beneath the proposed structure and within the underground parking garage to prevent soil vapor intrusion into the structure. Common effective engineering control measures that could meet these objectives include: • Soil vapor barriers placed beneath the proposed structure. • Installation of an exhaust ventilation system in the parking garage, engineered to ventilate TCE in addition to vehicle exhaust. OR If a Phase II ESA is not conducted to determine if off-gassing is occurring, engineering controls as listed above or otherwise sufficient to address the condition to the satisfaction of the City’s Building Official shall be constructed as part of the project. These engineering control measures shall be designed to reduce impacts associated with off- gassing of TCE to levels that would not be expected to adversely affect human health. Review and approve Phase II and verification that engineering controls are in site plans, if applicable. Or Verification that engineering controls are in site plans. Prior to the issuance of grading permit. Applicant City of Palo Alto DocuSign Envelope ID: E7550EAF-3B00-4D4F-BA46-03C8FA6FFA69 City of Palo Alto (ID # 10223) City Council Staff Report Report Type: Action Items Meeting Date: 4/8/2019 City of Palo Alto Page 1 Summary Title: Right to Purchase Remaining 33.8% Interest in 335 Webster Street Title: Direct the City Manager or his Designee to either A) Sell 335 Webster Street or B) Pursue the City's Right to Purchase the Former City Manager’s 33.8 Percent Interest in the Property Located at 335 Webster Street (Assessor’s Parcel Number 120-02-089) From: City Manager Lead Department: Administrative Services Recommendation Direct the City Manager or his designee to either: a) Authorize the sale of the former City Manager’s property located at 335 Webster Street (Assessor’s Parcel Number 120-02-089) and authorize City Manager to sign documentation authorizing the sale of the property to the highest and most qualified bidder; OR b) Direct staff to pursue the City’s option to purchase the former City Manager’s 33.8% interest in the property located at 335 Webster Street (Assessor’s Parcel Number 120- 02-089). Background James R. Keene, Jr. (‘Mr. Keene’) was employed by the City as City Manager in 2008. Pursuant to Mr. Keene’s employment agreement, dated July 21, 2008, he was eligible for City assistance in the purchase of a home for him and his family. On or about March 9, 2010, he and the City purchased the property located in downtown at 335 Webster Street for $1,875,000. The City contributed $1,406,250 toward the purchase price of the property and the remaining $468,750 was paid by Mr. Keene through a loan offered to him by the City. As a result, Mr. Keene’s initial equity ownership interest in the property was 25% and the City’s equity ownership interest was 75%. According to the public record, the home is a 2,008 square foot wood framed residence and situated on a 5,625 square foot lot. The house was built in 1993 and comprises two bedrooms and two- and one-half bathrooms. After the purchase, Mr. Keene made $250,000 in capital City of Palo Alto Page 2 improvements to the property, of which $125,000 was his own contribution and the remainder was through a City loan. The improvements increased Mr. Keene’s equity share in the property to 33.8% and reduced the City’s equity share to 66.2%. The property is currently vested in James R. Keene Jr. and Iris Keene, as Trustees of the Keene Family 2006 Trust dated April 14, 2006, as to an undivided 33.8% interest and the City of Palo Alto, a Municipal Corporation, as to an undivided 66.2% interest, all as Tenants in Common. Discussion When the City entered into a employment agreement with Mr. Keene, terms for the disposition of this property were outlined and agreed upon. Below are those terms: The sale of the home will occur on the happening of one of the following: a. At the option of the Manager; b. The passing of 18 months following the termination of the employment of the Manager; c. At the option of the City upon the occurrence of any default; d. Should the Manager permanently move out of the Property or cease to use the property as his primary residence; or e. Upon mutual agreement Mr. Keene retired from the City on December 20, 2018 and has informed staff that he is interested in exercising his option to sell the property, putting it up for sale at the beginning of May. The employment agreement stipulates that if the Manager determines to put the home up for sale, the City has the right to purchase the Manager’s interest rather than have the home sold. Most recently, the City Council authorized the sale of former City Manager Mr. Frank Benest’s house, on December 14, 2015, which resulted in a sale of the property for $2.7 million. Staff is seeking direction from Council on which of the two options outlined below the Council wishes to pursue. Option A: Authorize the sale of the former City Manager’s property located at 335 Webster Street (Assessor’s Parcel Number 120-02-089 Authorizing the sale of 335 Webster Street will result in the marketing and public solicitation of this property. Currently, public sites such as Zillow.com and Redfin.com estimate the sale of this property between $3.2 million and $4.4 million. Upon the sale of the home, the net sales price would be divided between the parties according to its equity ownership interest outlined above (Manager 33.8% and City 66.2%. In addition, the outstanding balance of the City Loan, together with any accrued, but unpaid, interest and all other amounts would be deducted from the Manager’s equity share and paid to the City, independent of the City’s equity share. Both the acquisition of the property and loan were executed with General Fund funding and therefore proceeds from this sale would not be restricted to a specific use. Option B: Direct staff to pursue the City’s option to purchase the former City Manager’s 33.8% interest in the property located at 335 Webster Street (Assessor’s Parcel Number 120-02-089) City of Palo Alto Page 3 Per the contract terms, the City has the right to purchase the Manager’s interest rather than sell the property. The contract stipulates that should the City wish to exercise this option, that in order to value the interests of the parties in the home at the time of this decision, the home will be appraised, at the City’s expense, by a qualified real estate appraiser acceptable to both parties. If the parties are unable to agree on an appraiser, each party may hire and pay for its own appraiser. The value of the home would then be the average of the two appraisals. After the value of the home is determined, then the City may purchase the Manager’s interest. Similar to Option A, the outstanding balance of the loans provided by the city shall be deducted from Mr. Keene’s equity share and paid to the City pursuant to the terms of the loans. Once a firm price is set pursuant to the process set forth in the employment agreement, staff will return for Council approval of a final purchase and sale agreement for the property. It is likely that the City would use either General Fund or General Capital Funds to complete this purchase. Timeline Mr. Keene recently expressed to staff his interest in selling the house and mentioned that he is close to selecting an agent and has plans for broker tours at the end of April with an open house at the beginning of May. While Mr. Keene’s employment contract does not state a deadline for the City to exercise its right to purchase, staff recommends that the City Council decide as soon as possible as to whether the City wants to exercise its right to purchase Mr. Keene’s interest. Resource Impact The City’s acquisition of Mr. Keene’s equity share will be 33.8% of market value to be determined by an appraisal. The outstanding balance of the loans provided by the city shall be deducted from Mr. Keene’s equity share and paid to the City pursuant to the terms of the loans. Given the uncertainty of the market value at this time, resource impacts will be better defined at a later date. General Fund proceeds were used for both the acquisition of the property and loans to Mr. Keene and would most likely be the funding source should the City Council choose Option B. As such, there are not restrictions on the use of the sale proceeds should Option A be chosen. Policy Implications This recommendation is consistent with Mr. Kenne’s employment agreement. Environmental Review The potential purchase of real property is exempt from environmental review under Section 15061(b)(3) the California Environmental Quality Act (CEQA) Guidelines because it can be seen with certainty that there is no possibility of a significant environmental effect.